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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER 1-8591
FORM 12b-25
CUSIP NUMBER Class A 316828 508
Class B 316828 607
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1993
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
PART I - REGISTRANT INFORMATION
Figgie International Inc.
Full Name of Registrant
Former Name if Applicable
4420 Sherwin Road
Address of Principal Executive Office (Street and Number)
Willoughby, Ohio 44094
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[ X ](a)The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ](b)The subject annual report, semi-annual report, transition report
on Form 10-K,Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form 10-Q
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ](c)The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
The Company has recently undergone several changes in top
management; namely, the resignation of the Senior Vice
President Finance & Controller, J.J. Skadra and the Vice
Chairman, Dr. H. E. Figgie, III. In addition, the Company
is currently involved in ongoing discussions with its
lenders to restructure certain of its existing debt
facilities and the outcome of these discussions could affect
the characterization of the Company's debt on its balance
sheet.
Due to these factors and other uncertainties that could
affect presentation of information in its Annual Report
on Form 10-K, the Company is unable to complete and
file its l0-K by March 31, 1994, the prescribed
deadline for filing. The Company intends to file the
10-K promptly after such discussions are concluded and
in any event by April 15, 1994. The Company has filed
a current report on Form 8-K containing the press
release attached hereto as Exhibit A.
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PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification
L.A. Harthun 216 953-2850
(Name) (Area Code) (Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that
the registrant was required to file such reports) been filed
If answer is no, identify report(s).
[ X ] Yes [ ] No
(3)Is it anticipated that any significant change in results of operations
from the corresponding period for the last physical year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On March 17, 1994, Figgie International Inc. issued
a press release announcing an after-tax loss of $180 million
for 1993, compared to after-tax income of $28 million in 1992.
A copy of the press release is attached hereto as Exhibit A.
Figgie International Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date 3/31/94 By /s/ L.A. Harthun
L.A. Harthun, Senior Vice President
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EXHIBIT A
Keith Mabee
(216)953-2810 FOR IMMEDIATE RELEASE
FIGGIE INTERNATIONAL REPORTS $180 MILLION 1993 LOSS;
ANNOUNCES FURTHER DIVESTITURE PLANS
WILLOUGHBY, OHIO -- March 17, 1994 -- Figgie International Inc.
(NASDAQ/NMS: FIGIA and FIGI) today announced an after-tax loss of
$180 million for 1993 and further restructuring plans designed to
restore profitability by focusing primarily on the company's core
industrial and technical businesses. As part of these plans, the
company intends to divest businesses accounting for approximately
a third of its total sales, requiring a restatement of all prior
period results to account for discontinued operations.
1993 Results
The company reported a full-year 1993 after-tax loss from
continuing operations of $179 million, or $10.09 per share,
compared with 1992 after-tax income from continuing operations of
$19 million, or $1.07 per share. Revenues, which now exclude
discontinued operations, were $769 million in 1993, compared with
1992 revenues of $792 million. The after-tax loss from
discontinued operations for the full year 1993 was $6 million, or
$0.35 per share, compared with 1992 after-tax income from
discontinued operations of $9 million, or $0.54 per share.
Fourth Quarter Results
The fourth quarter 1993 after-tax loss of $181 million, or $10.07
per share, represents a $172 million after-tax loss from
continuing operations and a $9 million after-tax loss from
discontinued operations. Included in the after-tax loss for the
fourth quarter is a non-recurring pretax charge of $77 million
for an accounting change and a pretax restructuring charge of $35
million. As previously disclosed, the after-tax fourth quarter
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loss will likely affect earlier reported 1993 quarterly results.
After-tax earnings for 1992's fourth quarter were $10 million, or
$0.59 per share, which included a pretax restructuring charge of
$11 million.
Revenues from continuing operations in 1993's fourth quarter were
$194 million, compared with $200 million in the 1992 fourth
quarter.
Comments on Results
Chairman and CEO Harry E. Figgie, Jr., said, "Regrettably, we
have to report the company's first annual loss in 30 years. We
are committed to reconfiguring the company to focus principally
on core industrial and technical businesses which will deliver
strong cash flow and growth, require low working capital levels,
optimize our leading manufacturing technology, and provide the
highest level of product quality and customer service."
The company stated that the fourth quarter operating loss
principally reflected continuing depressed sales in divisions
affected by weak industrial and commercial construction markets;
Midwest flood damage (a large portion of which is expected to be
recovered from business interruption insurance in 1994);
extraordinary losses at Fred Perry Sportswear (U.K.) and Hartman
Electrical Manufacturing; and high consolidation and conversion
costs.
Discontinued Operations
Figgie International recently announced the divestiture of
Advance Security (security guards). It also plans to sell
American LaFrance (fire truck parts and service), Essick/Mayco
(pumps and mixers), Rawlings Sporting Goods, Safety Supply
America (safety product distribution), Sherwood-Drolet Corp. Ltd.
(hockey equipment) and Waite Hill Holdings (insurance), which are
now reported as discontinued operations. Altogether those units
represent sales of $379 million, or one third of the company's
total 1993 unadjusted sales.
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Mr. Figgie noted that the company is utilizing the financial
advisory firm of Jay Alix & Associates to assist it with the
ongoing implementation of a comprehensive turnaround program,
which will be carried out during the remainder of 1994.
Outlook
"Realistically, it will take some time for us to get all the
elements of our turnaround to take hold, and we currently
anticipate continued losses for a few quarters," Mr. Figgie
said. "However, we are making good progress on our divestiture
program designed to pay down debt by more than $200 million in
1994, and are continuing discussions with our lenders on a new
long-term financing package. I anticipate a marked improvement
in profitability by late 1994 and particularly in 1995."
Due to a number of factors which arose in 1993, including
deteriorating operating results, cash flow and financing
difficulties, the company has changed its method of accounting
for certain costs, other than machinery and equipment, associated
with implementing its factory automation program. Under the new
method, these costs will be expensed as incurred rather than
capitalized and amortized over future periods. The non-
recurring, pretax charge of $77 million for the accounting change
reflects the expensing of all previously deferred costs of this
kind.
The restructuring charge of $35 million includes costs associated
with closing and consolidating facilities and provision for
losses on sales of surplus real estate.
Figgie International Inc. is a major diversified Fortune 500
company serving consumer, industrial, technical and service
markets worldwide.
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FIGGIE INTERNATIONAL INC.
FINANCIAL DATA
For the Periods Ended December 31, 1993* and 1992
For the Three Months Ended December 31 For the Twelve Months Ended December 31
1993* 1992 1993* 1992
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Net Sales from Continuing Operations $ 194,257,000 $ 200,379,000 $ 768,642,000 $ 792,409,000
Pretax Operating Income (Loss) from
Continuing Operations $(239,056,000) $ 9,814,000 $ (250,529,000)$ 25,517,000
(Provision) Benefit for Taxes on Income
Before Discontinued Operations $ 66,645,000 $ (2,753,000) $ 71,195,000 $ (6,639,000)
Net Income (Loss) Before Discontinued
Operations and Effect of Change in
Accounting for Income Taxes $(172,411,000) $ 7,061,000 $ (179,334,000)$ 18,878,000
Net Income (Loss) from
Discontinued Operations $ (8,525,000) $ 3,251,000 $ (6,280,000)$ 9,421,000
Net Income (Loss) Before Cumulative
Effect of Change in Accounting for
Income Taxes $(180,936,000) $ 10,312,000 $ (185,614,000)$ 28,299,000
Cumulative Effect of Change in Accounting
for Income Taxes - - $ 5,839,000 -
Net Income (Loss) $(180,936,000) $ 10,312,000 $ (179,775,000)$ 28,299,000
Weighted Average Shares 17,963,355 17,538,107 17,774,900 17,539,472
Earnings per Common Share from
Continuing Operations $ (9.60) $ .40 $(10.09) $ 1.07
Earnings per Common Share from
Discontinued Operations $ (0.47) $ 0.19 $ (0.35) $ 0.54
Earnings per Common Share from
Change in Accounting for Income Taxes $ 0.00 $ 0.00 $ 0.33 $ 0.00
Earnings per Common Share on Net Income $(10.07) $ 0.59 $(10.11) $ 1.61
*See Note 1 and Note 2 following
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Note 1. Restructuring Costs: As part of its effort to reconfigure the company to focus
principally on core industrial and technical business units, the company incurred $35 million
of restructuring charges, including costs associated with the development of its strategic plans,
consolidation of facilities, and provision for anticipated losses on sales of surplus real estate.
Note 2. Factory Automation Costs: In connection with its factory automation project, the
company has incurred significant costs, including machinery and equipment, software, and outside
consulting fees. These project costs have historically been deferred and amortized over future periods
commencing at the time the equipment is placed into service. Due to a number of factors which arose in
1993, including deteriorating operating results, cash flow and financing difficulties, the company adopted a
change in accounting by expensing all project costs other than machinery and equipment, as incurred. As
required by generally accepted accounting principles (GAAP), this accounting change, amounting to $77
million, has been recorded as a change in estimate and reflected in the results of operations for the fourth
quarter.
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