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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 6, 1997
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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 of (Commission (I.R.S. Employer
incorporation or organization) 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 610-647-2121
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AMETEK, INC.
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Item 5. Other Events.
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On February 5, 1997, 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 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
5, 1997.
2
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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 hereunto duly authorized.
AMETEK, INC.
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(Registrant)
By /s/ Robert R. Mandos, Jr.
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Robert R. Mandos, Jr.
Comptroller
(Principal Accounting
Officer)
February 6, 1997
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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 5, 1997.
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Exhibit 99(a)
[LETTERHEAD OF AMETEK APPEARS HERE]
Contact: William F. Cleary (610) 889-5249; James P. McKinley (610) 889-5271
AMETEK TO MERGE ITS WATER FILTRATION BUSINESS INTO CULLIGAN
Paoli, PA, February 5, 1997 -- AMETEK (NYSE:AME) announced that it has entered
into an agreement to merge its water filtration business into Culligan Water
Technologies, Inc. for a total purchase price of approximately $155 million.
The purchase price, less assumed debt (ranging from $25 to $75 million at
AMETEK's discretion), is payable in Culligan common stock valued at $37.50 per
share.
The transaction, which utilizes a "Morris" trust structure, will involve the
tax-free spin-off to AMETEK's shareholders of an entity containing all of
AMETEK's existing operations except its water filtration business. This spin-
off entity will retain the AMETEK name and will be traded on the NYSE and PSE.
Following the spin-off, AMETEK's water filtration business, assuming the
expected $25 million of retained debt, will be merged with Culligan in return
for 3,466,667 shares of Culligan common stock (or, based on AMETEK's current
outstanding shares, .11 shares of Culligan for each share of AMETEK).
The new AMETEK stock and the Culligan stock issued in this transaction is
intended to be distributed tax-free to AMETEK's shareholders.
Walter E. Blankley, AMETEK's chairman and chief executive officer, stated "This
transaction represents an ideal opportunity for both AMETEK and Culligan to
enhance shareholder value."
"The transaction will provide significant benefits to AMETEK's shareholders.
The opportunity to receive common stock of Culligan at an attractive valuation
and on an efficient, tax-free basis, will enable AMETEK shareholders to continue
to participate in the promising growth opportunities in the water filtration
business and furthermore share in the significant synergistic benefits that will
be achieved by the integration of this business with Culligan. In addition,
with this sale, AMETEK becomes a more focused and directed organization,
concentrating principally on electric motors and electronics-related businesses,
where we are market leaders. This competitive strength combined with our strong
cash flow and the transfer of debt, positions AMETEK to achieve enhanced
profitable growth through new products, strategic acquisitions and the building
of our market presence globally."
(MORE)
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AMETEK TO MERGE ITS WATER FILTRATION BUSINESS INTO CULLIGAN
(cont. p.2)
AMETEK's water filtration business consists of Plymouth Products, based in
Sheboygan, Wisconsin, and three international subsidiaries: AMETEK Filters Ltd.,
Teeside, England; APIC, Colombe, France; and AFIMO, Monaco, Monte Carlo.
AMETEK's water filtration business had 1996 sales of approximately $70 million.
AMETEK Corporate Profile
AMETEK is a leading global manufacturer of electrical and electromechanical
products and materials engineered for niche markets. Operations are in the
United States, Europe, Asia, and Mexico; about one-third of sales are to markets
outside the United States. AMETEK's Corporate Growth Plan is based on Four Key
Strategies: New Products, Global & Market Expansion, Strategic Acquisitions &
Joint Ventures, and Operational Excellence; its objective is double-digit
earnings growth and a superior return on total capital.
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