PENTAIR INC
8-K, 1999-04-08
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC  20549



                            FORM 8-K



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934



Date of Report (date of earliest event reported)    April 8, 1999



                         PENTAIR, INC.

     (Exact Name of Registrant as specified in Its Charter)


MINNESOTA                  001-11625              41-0907434
(State of Incorporation    (Commission File       (I.R.S. Employer
 or Organization)           Number)               Identification No.)


1500 County Road B2 West, St. Paul, Minnesota  55113-3105
(Address of Principal Executive Offices)       (Zip Code)


                         651.636.7920
      (Registrant's Telephone Number, Including Area Code)


Item 5.   Other Matters

  Pentair, Inc. today announced restructuring plans that will
  streamline operations to deliver significant cost savings and
  contribute to future earnings growth. A $38 million pre-tax,
  non-recurring charge against earnings in the first quarter of
  1999 - equivalent to $.56 per share -- is expected to result
  in pre-tax savings of $5 million in 1999, another $26 million
  in 2000, and an additional $30 million in 2001.
  
  "Pentair continues to transform itself and raise its
  profitability. We have identified several major opportunities
  to accelerate this process, and this strategic restructuring
  strengthens our ability to meet our growth objectives," said
  Winslow H. Buxton, chairman, president, and chief executive
  officer. "Overall, we foresee a 12-month payback from the time
  the restructuring funds are spent to the time they are
  returned to the Company in the form of greater efficiencies
  and lower costs."
  
  Buxton said Pentair expects to meet or exceed analysts'
  consensus estimates of 59 cents per share on a pre-charge
  basis in the first quarter of 1999. The restructuring plan is
  in addition to, and separate from, Pentair's ongoing PACE cost-
  saving project, which is expected to deliver savings of $60
  million through company-wide purchasing and shared services
  initiatives.
  
  "We are now more confident than ever that the pre-charge
  consensus estimate for 1999 of $2.86 can be achieved or
  exceeded, and that we can continue our growth trend at an
  annual rate of 15 percent or greater into the year 2000 and
  beyond," Buxton added.
  
  The restructuring plan comprises consolidation of certain
  operations, overhead reductions, and outsourcing of specific
  product lines in each of the Company's three business
  segments. Pentair anticipates a net reduction of approximately
  700 jobs, less than seven percent of the company's global
  workforce.
  
  Pentair's Electrical and Electronic Enclosures Group already
  has initiated a major overhead reduction in its European
  enclosure businesses -- principally at the Schroff operation
  in Straubenhardt, Germany -- and manufacturing rationalization
  in its North American facilities. This Group will absorb $16.7
  million of the charge, with anticipated savings of more than
  $4.0 million in the remaining quarters of 1999 and more than
  $9.0 million in 2000.
  
  The Professional Tools and Equipment Group will accelerate its
  already-strong performance by consolidating distribution
  operations, and by combining the headquarters of the two power
  tool businesses, Delta and Porter-Cable. In the service
  equipment businesses, products are being outsourced to
  offshore manufacturers, and the Jonesboro, Arkansas,
  manufacturing operation of Lincoln Automotive will be closed.
  Restructuring charges of $16.8 million in this Group will
  deliver anticipated savings of more than $14.0 million in
  2000.
                                
  The Water and Fluid Technologies Group will reduce the
  workforce at its Lincoln Industrial business and outsource
  some product manufacturing. Approximately 50 percent of the
  company's U.S. manufacturing facility will be closed. This
  Group's charge will be $4.5 million, with anticipated savings
  of $0.4 million in late 1999 and more than $2.0 million in the
  year 2000.
  
  Any statements made about the Company's anticipated financial
  results are forward-looking statements subject to risks and
  uncertainties such as those described in the Company's Annual
  Report on Form 10K for the year ended December 31, 1998.
  Actual results may differ materially from anticipated results.
                                


Item 7.        Financial Statements and Exhibits.

a.   Not applicable
b.   Not applicable

c.   Exhibits

Exhibit 99.1   Press release dated April 8, 1999



                           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.


PENTAIR, INC.


By:  Richard W. Ingman
     Executive Vice President and
     Chief Financial Officer

Dated:    April 8, 1999


 
 
 EXHIBIT 99.1
  
  
  For release at 7:30 a.m., CDT
  
  Contact: Mark Cain (651) 639-5278
  
  Pentair Announces Strategic Restructuring; 1-year
  Payback Foreseen
  
  ST. PAUL, MN -- April 8, 1999 -- Pentair, Inc.
  (NYSE: PNR) today announced restructuring plans that
  will streamline operations to deliver significant
  cost savings and contribute to future earnings
  growth. A $38 million pre-tax, non-recurring charge
  against earnings in the first quarter of 1999 -
  equivalent to $.56 per share -- is expected to
  result in pre-tax savings of $5 million in 1999,
  another $26 million in 2000, and an additional $30
  million in 2001.
  
  "Pentair continues to transform itself and raise its
  profitability. We have identified several major
  opportunities to accelerate this process, and this
  strategic restructuring strengthens our ability to
  meet our growth objectives," said Winslow H. Buxton,
  chairman, president, and chief executive officer.
  "Overall, we foresee a 12-month payback from the
  time the restructuring funds are spent to the time
  they are returned to the Company in the form of
  greater efficiencies and lower costs."
  
  Buxton said Pentair expects to meet or exceed
  analysts' consensus estimates of 59 cents per share
  on a pre-charge basis in the first quarter of 1999.
  The restructuring plan is in addition to, and
  separate from, Pentair's ongoing PACE cost-saving
  project, which is expected to deliver savings of $60
  million through company-wide purchasing and shared
  services initiatives.
  
  "We are now more confident than ever that the pre-
  charge consensus estimate for 1999 of $2.86 can be
  achieved or exceeded, and that we can continue our
  growth trend at an annual rate of 15 percent or
  greater into the year 2000 and beyond," Buxton
  added.
  
  The restructuring plan comprises consolidation of
  certain operations, overhead reductions, and
  outsourcing of specific product lines in each of the
  Company's three business segments. Pentair
  anticipates a net reduction of approximately 700
  jobs, less than seven percent of the company's
  global workforce.
  
  Pentair's Electrical and Electronic Enclosures Group
  already has initiated a major overhead reduction in
  its European enclosure businesses -- principally at
  the Schroff operation in Straubenhardt, Germany --
  and manufacturing rationalization in its North
  American facilities. This Group will absorb $16.7
  million of the charge, with anticipated savings of
  more than $4.0 million in the remaining quarters of
  1999 and more than $9.0 million in 2000.
  
  The Professional Tools and Equipment Group will
  accelerate its already-strong performance by
  consolidating distribution operations, and by
  combining the headquarters of the two power tool
  businesses, Delta and Porter-Cable. In the service
  equipment businesses, products are being outsourced
  to offshore manufacturers, and the Jonesboro,
  Arkansas, manufacturing operation of Lincoln
  Automotive will be closed. Restructuring charges of
  $16.8 million in this Group will deliver anticipated
  savings of more than $14.0 million in 2000.
                           
  The Water and Fluid Technologies Group will reduce
  the workforce at its Lincoln Industrial business and
  outsource some product manufacturing. Approximately
  50 percent of the company's U.S. manufacturing
  facility will be closed. This Group's charge will be
  $4.5 million, with anticipated savings of $0.4
  million in late 1999 and more than $2.0 million in
  the year 2000.
  
  "The restructuring is a key element in Pentair's
  plans for the future. In addition to the savings
  being separately generated by our company-wide PACE
  program, these actions within our operating groups
  will enhance Pentair's competitive viability and
  build shareholder value," Buxton added. "While this
  decision to restructure the business will eliminate
  a number of positions across the company, we will
  treat affected employees with fairness and
  consideration."
  
  Pentair (http://www.pentair.com) is a diversified
  manufacturer operating in three principal markets:
  professional tools and equipment, water and fluid
  technologies, and electrical and electronic
  enclosures. Pentair brands include Delta woodworking
  machinery; Porter-Cable power tools; Myers,
  Fairbanks Morse, Aurora, and Hydromatic pumps; Fleck
  water conditioning control valves; Century, Solar,
  and Lincoln service equipment; Lincoln Industrial
  automated lubrication systems; and Hoffman and
  Schroff enclosures. Pentair employs 10,500 people in
  56 locations around the world, and had 1998 sales of
  $1.9 billion.
  
  Any statements made about the Company's anticipated
  financial results are forward-looking statements
  subject to risks and uncertainties such as those
  described in the Company's Annual Report on Form 10K
  for the year ended December 31, 1998.  Actual
  results may differ materially from anticipated
  results.
                           
                           



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