SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 4, 1995
United Capital Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-10104 04-2294493
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 Great Neck Road, Suite 401, Great Neck, New York 11021
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Address of principal executive offices
Registrant's telephone number, including area code: (516) 466-6464
N/A
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(Former name or former address, if changed since last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 14, 1994 the Registrant, through a new wholly-owned
subsidiary known as Kentile, Inc. ("Kentile"), purchased substantially all of
the operating assets of Kentile Floors, Inc. ("Kentile Floors") for
approximately $9.6 million. The purchase price was comprised of approximately
$6.5 million in new bank financing and approximately $3.1 million in cash.
Kentile's operations ceased in August 1995 when its raw
material stocks were exhausted as a result of an unwillingness of major trade
suppliers of Kentile to extend further credit. In connection with the write-off
of the Registrant's investment in Kentile it will record a pre-tax charge of
approximately $6 million in the third quarter of 1995, including estimated costs
of disposition. Additional costs could be incurred as the Registrant moves
forward in this matter and management will continue to monitor these
developments. Kentile's net sales for the three month periods ended June 30,
1995 and 1994 were $8,614,000 and $10,136,000 respectively. Net sales of Kentile
during the six months ended June 30, 1995 were $16,271,000 as compared to
$12,022,000 for the period from acquisition to June 30, 1994.
The assets and liabilities of the discontinued operations have
been reclassified in the Registrant's consolidated balance sheets for the six
months ended June 30, 1995 from their historic classification to separately
identify them as net current liabilities and net noncurrent assets of
discontinued operations. Net current liabilities of discontinued operations at
June 30, 1995 consist primarily of the following: receivables $3,239,000,
inventories $5,750,000, accounts payable and accrued expenses $6,671,000, and
borrowings under revolving credit facilities $5,240,000. Net noncurrent assets
of discontinued operations at June 30, 1995 consist primarily of property, plant
and equipment, net $3,824,000, and pension assets $1,961,000.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) EXHIBIT NO. EXHIBITS
99(a) ProForma Financial Information (to be filed
within 60 days of the filing of this Report
on Form 8-K).
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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 hereunto duly authorized.
UNITED CAPITAL CORP.
Dated: August 21, 1995 By: /s/ Dennis S. Rosatelli
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Dennis S. Rosatelli
Vice President and Chief
Financial Officer
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