SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1994
Joslyn Corporation
(Exact name of registrant as specified in charter)
Illinois 0-1252 36-3560095
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
30 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-2900
Not applicable
(Former name or former address, if changed since last report)
EXHIBIT ON PAGE 5
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Item 5. Other Events.
Third Quarter Net Loss After Special Charge
___________________________________________
On October 19, 1994, the Registrant issued a press release announcing a
third quarter net loss of $17,000,000 or $2.39 per share, after taking a
special charge of $35 million ($21 million after tax or $2.95 per share)
for inceased environmental reserves. A copy of the Registrant's press
release is filed as an exhibit to this Current Report on Form 8-K and
incorporated hereby by reference.
Item 7. Exhibit
20 Press Release of the Registrant dated October 19, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
JOSLYN CORPORATION
By: L. G. Wolski
Name: L. G. Wolski
Title: Executive Vice President
Dated: October 20, 1994
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
20 Press Release of the Registrant issued October 19, 5
1994.
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FOR IMMEDIATE RELEASE
Chicago, Illinois -- October 19, 1994 -- Joslyn Corporation today
reported 1994 third quarter net sales of $55,803,000 and a net loss of
$17,000,000 or $2.39 per share, after taking a special charge of $35.0
million ($21.0 million after tax or $2.95 per share) for increased
environmental reserves. Without the special charge, Joslyn's 1994
third quarter operations would have resulted in net income of
$4,000,000 or $0.56 per share. Net sales for the third quarter of
1993 were $53,689,000 and net income for such quarter was $3,832,000
or $0.54 per share. Income before taxes and the environmental charge
of $6,100,000 for the third quarter of 1994 is 9.3% higher than in the
third quarter of 1993.
For the nine months ended September 30, 1994, net sales were
$164,194,000 and the net loss was $9,898,000 or $1.39 per share. For
the nine months ended September 30, 1993, net sales were $167,230,000
and net income was $11,690,000 or $1.65 per share.
QUARTER NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
1994 1993 1994 1993
Net Sales $ 55,803,000 $ 53,689,000 $164,194,000 $167,230,000
Income before
Taxes and
Environmental
Charge $ 6,100,000 $ 5,582,000 $ 17,002,000 $ 18,190,000
Environmental
Charge $ 35,000,000 $ -- $ 35,000,000 $ --
Income (Loss)
before Taxes $(28,900,000) $ 5,582,000 $(17,998,000) $ 18,190,000
Income Taxes
(Credit) $(11,900,000) $ 1,750,000 $ (8,100,000) $ 6,500,000
Net Income (Loss)$(17,000,000) $ 3,832,000 $ (9,898,000) $ 11,690,000
Net Income (Loss)
Per Share $(2.39) $0.54 $(1.39) $1.65
Average Number of
Shares Outstanding 7,130,000 7,086,000 7,116,000 7,081,000
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Special Charge for Increased Environmental Reserves
As previously disclosed, the 1994 third quarter special charge relates
principally to the clean-up of a former wood treating site located at
Panama, Oklahoma. Joslyn was first notified by the U.S. Environmental
Protection Agency (USEPA) that it is a potentially responsible party
(PRP) at the Oklahoma site on July 27, 1994. Joslyn sold the site in
1955, after operating it for 16 years. Although one prior and three
subsequent owners have operated a wood treating facility at the site,
it initially appears that Joslyn may be the only significant
financially viable PRP and Joslyn's insurance coverage during such
period may be minimal. Joslyn believes that 10% to 20% of the
remediation costs will be expended over the next couple of years at
the Oklahoma site and that most of the remediation will take place
during a period five to ten years from now.
Determining Joslyn's ultimate cost associated with remediating former
wood treating sites is subject to many variables, including the
availability of economical remediation technologies, the volume of
contaminated soil, contributions from other PRPs, insurance recoveries
and changes in applicable laws and regulations. Joslyn's
investigation of the Oklahoma site is still in the preliminary stages.
Most of the special charge reflects an estimate prepared by Joslyn's
environmental consultants of the costs for environmental response at
the Oklahoma site, based on the limited data about the Oklahoma site
that is currently available, Joslyn's experience with nearly completed
clean-ups and recent actions by USEPA at other sites. This estimate
assumes that Joslyn will be allowed to apply the remediation
technologies at the Oklahoma site that it has applied elsewhere.
Certain of such technologies are among the least expensive of various
alternatives. The balance of the special charge reflects estimates of
Joslyn's exposure at certain other locations, as to which very little
information is available, that are not currently known to be under
investigation by environmental agencies. Accordingly, there can be no
assurance that Joslyn's estimates of its environmental liabilities
will not change. For instance, if technologies other than those
assumed to be available are utilized at the Oklahoma site or if the
volume of contaminated soil at that site is significantly greater than
that suggested by preliminary data, remediation costs could more than
double.
In addition to the $35 million charge taken in the 1994 third quarter,
Joslyn currently has approximately a net $14 million reserve remaining
(after expenditures and recoveries, including $5.8 million received in
the 1994 third quarter from insurance and other sources) from a $30
million charge in 1987 for estimated remediation costs for known sites
then under investigation by environmental agencies. None of the 1987
charge relates to the sites covered by the 1994 third quarter special
charge.
Regular Quarterly Dividend
At a meeting today, the Board of Directors of Joslyn Corporation
declared the regular quarterly dividend of thirty cents ($.30) per
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share, payable January 3, 1995, to shareholders of record December 16,
1994.
Joslyn Corporation, now in its 92nd year, provides diversified
products and services primarily to the electric utility,
telecommunications, defense and industrial markets. Joslyn also
manufactures equipment for the following industries: aerospace,
building construction and petrochemical. It has approximately 2,000
employees and operates facilities in the United States and Canada.
Joslyn has declared 315 dividends and 226 consecutive dividends on its
common stock. Shares are traded over the counter. Joslyn stock is
listed on the NASDAQ National Market System. NASDAQ symbol is JOSL.
Media contact at Joslyn: William J. Rotenberry 312-454-2900
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