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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 10, 1994
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AMETEK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-168 13-4923320
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Station Square Paoli, Pennsylvania 19301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-647-2121
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Not applicable
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(Former name or former address, if changed since last report)
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AMETEK, Inc.
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ITEM 5. Other Events.
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On February 10, 1994, AMETEK, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99(a). The information contained in said
press release is hereby incorporated by reference in this Form 8-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
Exhibit Number Description
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99(a) Copy of press release issued by AMETEK, Inc. on
February 10, 1994
2.
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AMETEK, Inc.
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EXHIBIT INDEX
Exhibit Number Description
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99(a) Copy of press release issued by AMETEK, Inc. on February 10,
1994
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AMETEK, Inc.
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SIGNATURES
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.
AMETEK, INC.
By: /s/ JOHN J. MOLINELLI
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John J. Molinelli
Vice President and Comptroller
(Principal Accounting Officer)
Dated: February 14, 1994
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[Ametek Letterhead Appears Here]
Exhibit 99(a)
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Contact: William F. Cleary, Chelle Carlson at (215)647-2121
AMETEK REPORTS 1993 RESULTS, INCLUDING PREVIOUSLY ANNOUNCED RESTRUCTURING
CHARGE; BALANCE OF CHARGE FOR EARLY REDEMPTION OF DEBT TO BE RECORDED IN 1994
Paoli, Pa., February 10, 1994 -- AMETEK Inc. (NYSE:AME) today reported results
for the year ended December 31, 1993, and the fourth quarter. The company had
previously announced a plan to enhance shareholder value, which included an
expectation that fourth quarter 1993 results would include charges of up to
$40 million (after tax) primarily related to restructuring of operations and
early retirement of debt. The related charges recorded in the fourth quarter
totaled $28.6 million; another after tax charge of approximately $13 million
for early retirement of existing debt will be recorded in 1994 when the
company completes its public and bank financings.
Results Before Restructuring and Other Charges
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Income for 1993 before restructuring and other unusual operating charges was
$26.2 million or 60 cents per share on sales of $732.2 million. This compares
to net income of $44.4 million or $1.01 per share on sales of $769.6 million
in 1992. Fourth quarter earnings before restructuring and other charges were
$7.0 million or 16 cents per share on sales of $183.3 million. This compares
to net income of $10.6 million or 24 cents per share on sales of $191.5
million for the fourth quarter of 1992.
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Exhibit 99(a)
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AMETEK REPORTS 1993 RESULTS, INCLUDING PREVIOUSLY ANNOUNCED RESTRUCTURING
CHARGE; BALANCE OF CHARGE FOR EARLY REDEMPTION OF DEBT TO BE RECORDED IN 1994
(cont'd p. 2)
Restructuring and Other Charges
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The Company said restructuring and other unusual operating charges of $33.5
million (after tax) for the year include $22.6 million of restructuring
charges and $6.0 million of other unusual charges recorded in the fourth
quarter and resizing charges of $4.9 million recorded in the first nine
months. These charges were primarily for planned work force reductions, asset
write-downs, product line relocations of certain U.S. Gauge operations from
Sellersville, Pa., consolidation of its aerospace operations and various
other costs. AMETEK previously asked the union at the Sellersville plant to
modify the existing labor agreement to adjust work rules and reduce labor
costs to improve its competitive position in world markets; the union rejected
these modifications which resulted in management's decision to take
restructuring actions.
Results After Restructuring and Other Charges
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After restructuring and other unusual operating charges, the company reported
a net loss of $7.3 million or 17 cents per share for the year ended December
31, 1993. After restructuring and other charges, a fourth quarter net loss of
$21.6 million or 50 cents per share was reported.
Plan to Enhance Shareholder Value Is Moving Forward
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Walter E. Blankley, chairman and chief executive officer, said, "Our
four-point plan to enhance shareholder value is moving forward. The
company has reached an agreement in principle regarding the prepayment premiums
for early retirement of our debt. We expect to record an extraordinary charge
of approximately $13 million (after tax) upon completion of the refinancing.
We are in the process of converting our bank financing commitment into a
definitive Credit Agreement. Additionally, a registration statement for the
public financing has been filed with the Securities and Exchange Commission
and, after updating it to include 1993 audited financial statements, we expect
to proceed with the public offering in March."
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AMETEK REPORTS 1993 RESULTS, INCLUDING PREVIOUSLY ANNOUNCED RESTRUCTURING
CHARGE; BALANCE OF CHARGE FOR EARLY REDEMPTION OF DEBT TO BE RECORDED IN 1994
(cont'd p. 3)
Exhibit 99(a)
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1993 Operating Performance
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Mr. Blankley continued, "Electro-mechanical Group sales were lower due to
reduced domestic and European demand and the negative effect of translating
sales from our Italian operations into U.S. dollars. Operating profit was
impacted by the costs of new product introductions, a new plant start-up and
a related plant realignment to increase capacity, changes in product mix and
negative currency translation effects."
"Lower 1993 sales by the Precision Instruments Group reflect the poor conditions
in the aerospace and process control markets," Mr. Blankley said. "Actions to
resize and restructure the aerospace and general gauge businesses will bring
our cost structure more in line with today's market realities."
Mr. Blankley continued, "Sales of the Industrial Materials Group for 1993
increased, primarily due to the strength of demand for liquid filtration
products, specialty metal products and compounded plastics. An increase in the
Specialty Metal Products Division operating profit was offset by flat or lower
profits from the other businesses and certain restructuring charges."
Fourth Quarter 1993 Results Show Improvement Over Third Quarter
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Mr. Blankley concluded, "Performance in the fourth quarter of 1993 compared to
the third quarter shows improvement. Earnings per share, before restructuring
and other charges, increased from 11 cents per share in the third quarter to
16 cents per share in the fourth quarter. This was primarily due to improved
sales and operating profits in the Electro-mechanical Group."
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Financial Information Follows
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Exhibit 99(a)
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AMETEK, INC.
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
Three months Twelve months
ended December 31, ended December 31,
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1993 1992 1993 1992
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(Unaudited)
<S> <C> <C> <C> <C>
Net sales $183,258 $191,472 $732,195 $769,550
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Expenses:
Cost of sales,
excluding
depreciation 153,123 146,198 582,001 583,357
Selling, general and
administrative 17,468 18,829 76,759 77,690
Depreciation 7,132 7,397 28,277 29,360
Resizing and
restructuring charges (a) 37,099 -- 45,089 --
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214,822 172,424 732,126 690,407
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Operating Income (loss) (31,564) 19,048 69 79,143
Other Income (expenses):
Interest expense (4,172) (4,626) (17,603) (19,721)
Other, net 778 1,696 6,337 7,297
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Income (loss) before income
taxes (34,958) 16,118 (11,197) 66,719
Provision for (benefit from)
income taxes (13,328) 5,538 (3,865) 22,362
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Net Income (loss)(a) ($21,630) $10,580 ($7,332) $44,357
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Earnings (loss) per share (a) ($0.50) $0.24 ($0.17) $1.01
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Dividends per share $0.06 $0.17 $0.57 $0.68
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Average common
shares outstanding 43,639,645 44,176,386 43,901,767 44,095,057
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</TABLE>
(a) Resizing and restructuring charges include costs related to planned work
force reductions, asset write-downs, and business consolidations. These charges
were $22.6 million after tax, or $.52 per share, in the fourth quarter of 1993
and $27.5 million after tax, or $.63 per share, for the full year. Fourth
quarter 1993 results also include other unusual operating charges for asset
write-downs and other provisions totaling $6.0 million after tax or $.14 per
share.
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Exhibit 99(a)
AMETEK, INC.
INFORMATION BY BUSINESS SEGMENT
(In thousands)
<TABLE>
<CAPTION>
Three months Twelve months
ended December 31, ended December 31,
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1993 1992 1993 1992
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(Unaudited)
Sales
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<S> <C> <C> <C> <C>
Electro-mechanical $73,776 $77,377 $280,732 $309,556
Precision Instruments 66,463 74,965 275,351 297,025
Industrial Materials 43,019 39,130 176,112 162,969
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Total segments $183,258 $191,472 $732,195 $769,550
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Operating Income (loss)(a)
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Electro-mechanical $8,437 $13,046 $35,018 $49,912
Precision Instruments (35,370) 5,113 (30,643) 28,045
Industrial Materials 1,341 4,586 18,284 22,096
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Total segments (25,592) 22,745 22,659 100,053
Corporate and other (5,972) (3,697) (22,590) (20,910)
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Consolidated ($31,564) $19,048 $69 $79,143
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</TABLE>
(a) Results for 1993 include charges for resizing and restructuring certain
operations, along with other fourth quarter unusual operating charges.
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