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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 1995
INTERCO INCORPORATED
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(Exact name of Registrant as specified in charter)
I-91 43-0337683
Delaware ----------- -------------
- -------------------------- (Commission (IRS Employer
(State of Incorporation) File Number Identification Number)
101 South Hanley Road, St. Louis, Missouri 63105
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(Address of principal executive offices)
(314) 863-1100
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
The following consolidated financial statements of Thomasville Furniture
Industries, Inc. are filed for informational purposes.
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Independent Auditors' Report............................................................................. 3
Consolidated Statement of Operations for the year ended December 29, 1995................................ 4
Consolidated Balance Sheet as of December 29, 1995....................................................... 5
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder
Thomasville Furniture Industries, Inc.:
We have audited the accompanying consolidated balance sheet of Thomasville
Furniture Industries, Inc. and subsidiaries as of December 29, 1995, and the
related consolidated statement of operations for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.
The Company declined to present consolidated statements of shareholder's equity
and cash flows for the year ended December 29, 1995. Presentation of such
statements summarizing the Company's changes in shareholder's equity and the
Company's operating, investing and financing activities is required by generally
accepted accounting principles. In addition, the Company's consolidated
financial statements do not include notes to the consolidated financial
statements. In our opinion, disclosure of this information is also required by
generally accepted accounting principles.
On December 29, 1995, the last business day of the Company's fiscal year, the
Company was acquired by INTERCO INCORPORATED. The acquisition was accounted for
under the purchase method of accounting. The accompanying consolidated financial
statements reflect the balance sheet immediately prior to the consumation of the
sale and do not include the effects of push down accounting.
In our opinion, except that the omission of the consolidated statements of
shareholder's equity and cash flows results in an incomplete presentation, and
except for the omission of the information discussed in the second preceding
paragraph, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Thomasville
Furniture Industries, Inc. and subsidiaries as of December 29, 1995, and the
results of their operations for the year then ended in conformity with generally
accepted accounting principles.
KPMG PEAT MARWICK LLP
Greensboro, North Carolina
January 19, 1996
3
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THOMASVILLE FURNITURE INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 29, 1995
(In thousands, except per share data)
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Net sales $ 550,227
Cost of goods sold 439,900
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Gross profit 110,327
Selling, general and administrative expenses 71,815
Restructuring charges 404
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Income from operations 38,108
Other income (expenses):
Interest expense (12,919)
Interest income 306
Other income, net of expenses 1,743
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(10,870)
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Income before income taxes 27,238
Income taxes 10,773
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Net income $ 16,465
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Earnings per share:
Net income per share $ 2.20
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4
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THOMASVILLE FURNITURE INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 29, 1995
(In thousands)
ASSETS
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<S> <C>
Current assets:
Cash $ 669
Trade notes and accounts receivable, less allowance
for doubtful accounts, returns and allowances,
and discounts of $15,473 73,992
Inventories 63,624
Deferred taxes 10,331
Prepaid expenses 292
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Total current assets 148,908
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Property, plant and equipment, net 106,239
Deferred taxes 3,730
Intangible and other assets, net 5,097
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$263,974
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LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 23,873
Income taxes payable 7,090
Accrued expenses and other current liabilities 13,260
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Total current liabilities 44,223
Notes payable to Armstrong, net 136,592
Long-term debt 8,000
Other liabilities 39,992
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Total liabilities 228,807
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Shareholder's equity:
Common stock: $1 par value. Authorized
14 million shares, 7.5 million shares issued
and outstanding 7,500
Contributed capital 4,376
Retained earnings 23,291
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Total shareholder's equity 35,167
Commitments and contingencies
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$263,974
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
23. Independent Auditors' Consent
6
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EXHIBIT INDEX
23 Independent Auditors' Consent
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EXHIBIT 23
Independent Auditors' Consent
The Board of Directors
Thomasville Furniture Industries, Inc.:
We consent to the inclusion of our report dated January 19, 1996, with respect
to the consolidated balance sheet of Thomasville Furniture Industries, Inc. and
subsidiaries as of December 29, 1995, and the related consolidated statement of
operations for the year then ended which report appears in the Form 8-K/A-2 of
INTERCO INCORPORATED dated February 1, 1996.
Our report refers to the ommission, in the consolidated financial statements of
the Company, of the consolidated statements of shareholder's equity and
cash flows for the year ended December 29, 1995 and notes to the consolidated
financial statements which are required by generally accepted accounting
principles and results in an incomplete presentation.
Our report also refers to the Company's acquisition by INTERCO INCORPORATED on
December 29, 1995. The acquisition was accounted for under the purchase method
of accounting. The accompanying consolidated financial statements do not include
the effects of push down accounting.
Greensboro, North Carolina
February 1, 1996
