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): January 2, 1998
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 File Number) (IRS Employer
of incorporation) Identification No.)
9 Park Place, Great Neck, NY 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 January 2, 1998, the Registrant completed the sale of the stock of its Dorne
& Margolin, Inc. ("D&M") subsidiary to AIL Systems, Inc. ("AIL") for $16 million
in cash. This transaction will result in a first quarter pretax gain to the
Registrant of approximately $9 million and have an estimated $.92 per share
effect on earnings on an after tax basis. In addition, the Registrant retained
D&M's 90,000 square foot manufacturing facility in Bohemia, New York which will
become part of the Registrant's real estate portfolio. AIL, an employee owned
Company located in Deer Park, New York, will relocate D&M's operations into its
Deer Park facility along with a majority of D&M employees.
D&M is an international leader in the design and manufacture of antenna products
for a wide array of applications including commercial and military aviation,
communication, navigation, weather tracking, GPS and PCS. This component of the
Registrant was acquired as part of the acquisition of Metex Corporation in 1989.
Before beginning to show signs of recovery in 1997, D&M had struggled over the
past several years, losing almost $5 million from operations in the three years
prior to 1997.
Management, which has a long-standing commitment to maximizing shareholder value
in all aspects of its business, has invested significant resources in returning
the antenna systems group to profitability, as noted during the first nine
months of 1997. The results, however, are not in line with the returns on
investment achievable in the Registrant's other business segments. In keeping
with management's commitment to maximize shareholder value, and after a thorough
analysis of AIL's offer as well as D&M's current and future prospects,
management concluded that a sale at this time was in the best interest of
Registrant's shareholders.
FORWARD-LOOKING STATEMENTS
This Form 8-K contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. All forward-looking statements involve risks
and uncertainty, including without limitation, general economic conditions,
competition, potential technology changes and potential changes in customer
spending and purchasing policies and procedures. Although the Registrant
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this Form 8-K will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Registrant or any other person that the objectives and plans of the Registrant
will be achieved including the financial impact of this transaction.
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Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) EXHIBIT NO. EXHIBITS
99(a) Proforma Financial Information (to be filed within 60 days of the
due date of the filing of this Report on Form 8-K).
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: January 8, 1998 By:/s/ Anthony J. Miceli
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Anthony J. Miceli
Vice President, Chief Financial Officer
and Secretary of the Registrant
