FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 3, 1995
PENTAIR, INC.
(Exact name of Registrant as specified in its Charter)
MINNESOTA 0-4689 41-0907434
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
1500 County Road B2 West, Suite 400, St. Paul, Minnesota 55113
(Address of Principal Executive Offices) (Zip Code)
612-636-7920
(Registrant's Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 3, 1995, Pentair, Inc. (the Registrant) sold its Cross Pointe Paper
Corporation businesses to Noranda Forest, Inc. Toronto, Canada. The sale price
at closing was estimated at approximately $200 million, subject to adjustment
upon completion of a final audit.
Item 5: Other Information
The Registrant announced on May 8, 1995 that it has signed a definitive
agreement to sell its remaining paper businesses to Consolidated Papers, Inc.
of Wisconsin for approximately $103 million cash, plus assumed debt and lease
obligations. The sale includes Niagara of Wisconsin Paper Corporation, the 50%
share of Lake Superior Paper Industries (LSPI) joint venture, and the 12% share
of Superior Recycled Fiber Industries (SRFI). The transaction is expected
to close in late June 1995, subject to regulatory clearance and further due
diligence.
As reported in the Form 10-Q as of March 31, 1995, the Registrant has
discontinued its Paper Products and Joint Ventures segments effective
May 1, 1995 in view of both sale transactions even though one does not close
until June 30, 1995. The pro forma financial statements below reflect
restatement for such discontinued operations.
Item 7: Financial Statements and Exhibits
The information originally supplied under this item is supplemented
by the following:
b. Pro Forma Financial Information:
The following unaudited pro forma condensed
statement of income for the quarter ended March 31,
1995, and the year ended December 31, 1994, set
forth the results of operations of the Registrant as
reported, as restated for discontinued operations,
and as adjusted as though the sale of all discontinued
operations had been completed at the beginning of the
periods presented. The unaudited condensed
statements of income reflect the elimination of
interest expense on the debt that is anticipated to be retired
and the related tax benefit as well as the historical
operating results of the discontinued businesses.
The following unaudited pro forma condensed
balance sheet as of March 31, 1995, reflects the
financial position of the Registrant as reported,
as restated for discontinued operations, and as adjusted as
though the sale of all discontinued operations had
been completed at March 31, 1995. The unaudited pro
forma condensed balance sheet reflects the elimination
of the net assets of all discontinued operations,
the net proceeds of the sale,
certain accruals retained by Registrant, and the
reduction of long-term debt of the Registrant.
These unaudited pro forma condensed financial
statements have been prepared by the Registrant
based upon assumptions deemed appropriate.
The accompanying pro forma condensed financial
statements should be read in conjunction with the
historical financial statements and notes thereto included
in the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 and Annual Report
on Form 10-K for the year ended December 31, 1994.
These unaudited pro forma financial statements
are presented for illustrative purposes only and are
not necessarily indicative of the financial position
or results of operations which would actually have been
reported had the transactions been in effect during
the period reported or which may be reported in the
future.
<PAGE>
PENTAIR, INC.
Unaudited Pro Forma Statement of Income
for the Year Ended December 31, 1994
(All amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Discontinued Historical
Historical Operations Continuing Pro Forma Pro Forma
Statements Adjustments Operations Adjustments Results
<S> <C> <C> <C> <C> <C>
Net sales $1,649,170 $(387,465) $1,261,705 $0 $1,261,705
Operating costs
Cost of goods sold 1,240,262 (347,941) 892,321 0 892,321
Selling,general,admin 291,438 (27,628) 263,810 0 263,810
Total operating costs 1,531,700 (375,569) 1,156,131 0 1,156,131
Operating income 117,470 (11,896) 105,574 0 105,574
Equity in joint venture 1,779 (1,779) 0 0 0
Total operating income 119,249 (13,675) 105,574 0 105,574
Interest expense (net) 30,149 (8,080) 22,069 10,000 12,069
Income before
income taxes 89,100 (5,595) 83,505 10,000 93,505
Provision for
income taxes 35,500 (2,089) 33,402 4,000 37,402
Income from
continuing operations 53,600 (3,497) 50,103 6,000 $56,103
Discontinued operations:
Earnings 0 3,497
Gain on sale 0 0
Net Income $53,600 $53,600
Earnings per common and
common equivalent share:
Primary
Continuing Operations $2.43 $2.75
Discontinued Operations
Earnings .19
Gain on Sale .00
Total $2.62 N/A $2.62
Diluted
Continuing Operations $2.35 $2.63
Discontinued Operations
Earnings .17
Gain on Sale .00
Total $2.52 N/A $2.52
Weighted average common and
common equivalent shares:
Primary 18,422 N/A 18,422 18,422
Diluted 21,040 N/A 21,040 21,040
</TABLE>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
<PAGE>
PENTAIR, INC.
Unaudited Pro Forma Statement of Income
for the Quarter Ended March 31, 1995
(All amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Discontinued Historical
Historical Operations Continuing Pro Forma Pro Forma
Statements Adjustments Operations Adjustments Results
<S> <C> <C> <C> <C> <C>
Net sales $459,250 $(125,427) $333,823 $0 $333,823
Operating costs
Cost of goods sold 349,710 (117,086) 232,624 0 232,624
Selling,general,admin 77,905 (5,934) 71,971 0 71,971
Total operating costs 427,615 (123,020) 304,595 0 304,595
Operating income 31,635 (2,407) 29,228 0 29,228
Equity in joint venture 1,689 (1,689) 0 0 0
Total operating income 33,324 (4,096) 29,228 0 29,228
Interest expense (net) 7,464 (1,698) 5,766 3,000 2,766
Income before
income taxes 25,860 (2,398) 23,462 3,000 26,462
Provision for
income taxes 10,510 (899) 9,611 1,200 10,811
Income from
continuing operations 15,350 (1,499) 13,851 1,800 $15,651
Discontinued operations:
Earnings 0 1,499
Gain on sale 0 0
Net Income $15,350 $15,350
Earnings per common and
common equivalent share:
Primary
Continuing Operations $.68 $.77
Discontinued Operations
Earnings .08
Gain on Sale .00
Total $.76 N/A $.76
Diluted
Continuing Operations $.65 $.73
Discontinued Operations
Earnings .07
Gain on Sale .00
Total $.72 N/A $.72
Weighted average common and
common equivalent shares
Primary 18,551 N/A 18,551 18,551
Diluted 21,143 N/A 21,143 21,143
</TABLE>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
<PAGE>
PENTAIR, INC.
Unaudited Pro Forma Balance Sheet
as of March 31, 1995
(All amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Discontinued Historical
Historical Operations Continuing Pro Forma Pro Forma
Statements Adjustments Operations Adjustments Results
ASSETS
<S> <C> <C> <C> <C> <C>
Current assets
Cash and temporary
investments $ 25,192 $ 685 $ 25,877 $0 $ 25,877
Accounts receivable
- net 287,336 (47,986) 239,350 0 239,350
Inventory 280,188 (53,631) 226,557 0 226,557
Other current assets 37,886 (5,959) 31,927 0 31,927
Total current assets 630,602 (106,891) 523,711 0 523,711
Property, plant and
equipment - net 418,042 (179,547) 238,495 0 238,495
Investment in
joint venture 78,023 (78,023) 0 0 0
Other assets 233,800 (7,422) 226,378 0 226,378
Net assets
- discontinued 0 0 249,561 (249,561) 0
Total assets $1,360,467 $1,238,145 $(249,561) $988,584
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $113,790 $(38,122) $75,668 $0 $75,668
Accrued liabilities 171,682 (22,165) 149,517 16,400 165,917
Income taxes 13,126 (870) 12,256 0 12,256
Current maturities of
long-term debt 3,979 (2,200) 1,779 0 1,779
Total current
liabilities 302,577 (63,357) 239,220 16,400 255,620
Long-term debt 438,851 0 438,851 (287,000) 151,851
Pension and
retirement related 96,798 (33,597) 63,201 0 63,201
Other liabilities 44,085 (2,898) 41,187 10,000 51,187
Deferred income taxes 22,341 (22,470) (129) 0 (129)
Shareholders' equity 455,815 0 455,815 11,039 466,854
Total liabilities
and shareholders'
equity $1,360,467 $1,238,145 $(249,561) $988,584
</TABLE>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
<PAGE>
Notes to Unaudited Pro Forma Condensed Financial Statements
(1) These financial statements assume disposition of all paper businesses based
upon estimated purchase prices. Certain adjustments may be made upon
completion of final audits.
(2) The proforma adjustments were made to interest expense to reflect the
application of proceeds from the disposition of the total paper businesses
to reduce borrowings on January 1, 1994 and 1995, respectively. The
adjustments are net of amounts previously allocated to discontinued
operations.
(3) To record the estimated income tax expense, computed at an incremental
effective rate of 40%, associated with additional income resulting
from the pro forma adjustments.
(4) Adjustments were made to reflect certain closing costs ($16,400,000) and
liabilities ($10,000,000) incurred as a result of such dispositons.
