<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 30, 2000
SECOM GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-14299 87-0410875
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
46035 GRAND RIVER AVENUE, NOVI, MICHIGAN 48374
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 305-9410
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 2000, Form Flow, Inc. ("Form Flow") and L&H Die, Inc.("L&H
Die"; L&H Die and Form Flow are collectively referred to as the
"Tooling Segment"), wholly owned subsidiaries of the Registrant, sold
substantially all of their operating assets, business and properties,
except their real estate, to Alken-Ziegler Tool Company, LLC, as
assignee of Alken-Ziegler Livonia, LLC, ("Alken-Ziegler") pursuant to
an Asset Purchase Agreement dated as of March 29, 2000 among the
Registrant, Form Flow, L&H Die, Alken-Ziegler and GL Ziegler
Investments, LLC. Alken-Ziegler paid a purchase price of about $8
million in cash and agreed to assume certain liabilities of the
Tooling Segment. The Company expects to receive a cash payment of
about $1.6 million for the sale of the real estate on or before July
31, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. PAGE NO.
(a) Not Applicable.
(b) Unaudited Proforma Consolidated Condensed
Financial Information
Headnote to Unaudited Proforma Consolidated
Condensed Financial Statements F-1
Unaudited Proforma Consolidated Condensed Balance
Sheet as of March 31, 2000 F-2
Footnotes to Unaudited Proforma Consolidated
Condensed Balance Sheet F-3
Unaudited Consolidated Statement of
Operations for the Six Months ended
March 31, 2000 F-4
Unaudited Proforma Consolidated Condensed Statement
of Operations for the Year Ended September 30, 1999 F-5
Unaudited Proforma Consolidated Condensed
Statement of Net Assets in Liquidation as of
March 31, 2000 F-6
Footnotes to Unaudited Proforma Consolidated
Condensed Statement of Net Assets in
Liquidation of March 31, 2000 F-7
Unaudited Proforma Consolidated Condensed
Statement of Changes in Net Assets
(Liquidation Basis) for the Period September 30,
1999 to March 31, 2000 F-8
(5) Exhibits. See the Exhibit Index on the following page.
<PAGE> 3
SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
The following Unaudited Proforma Consolidated Condensed Balance Sheet as of
March 31, 2000 and Unaudited Proforma Consolidated Statements of Operations for
the Six Months ended March 31, 2000 and the Year Ended September 30, 1999, give
effect to the sale of the discontinued Tooling Segment.
The Unaudited Proforma Consolidated Condensed Balance sheet of Secom has
been prepared based on its historical unaudited consolidated balance sheet as of
March 31, 2000. The adjustments shown reflect the sale of substantially all of
the assets as if the disposal of the Tooling Segment had been completed prior to
March 31, 2000.
Effective April 1, 2000 the Company adopted Liquidation Basis of accounting
and therefore the Company has also included an Unaudited Proforma Consolidated
Condensed Statement of Net Assets in Liquidation as of March 31, 2000 and an
Unaudited Proforma Statement of Changes in Net Assets (Liquidation Basis) for
the Period October 1, 1999 to March 31, 2000 for informational purposes.
The proforma statements of operations may not be indicative of the results
that would have actually occurred if the Tooling Segment had been discontinued
effective as of the beginning of the respective periods shown. The proforma
financial statements should be read in conjunction with the Company's: 1)
audited consolidated financial statements and notes thereto included in the Form
10-K and Annual Report for the fiscal year ended September 30, 1999; 2) Form
10-Q for the quarters ended December 31, 1999 and March 31, 2000; 3) Schedule
14C Information Statement dated May 23, 2000 and 4) Schedule 14A - Preliminary
Proxy Statement dated July 13, 2000.
F-1
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
Historical Proforma
Consolidated Proforma Consolidated
Mar. 31, 2000 Adjustments Mar. 31, 2000
------------- ----------- -------------
<S> <C> <C> <C>
Current assets
Cash $ 2,447,800 7,957,000 1) $ 8,704,800
(1,700,000) 2)
Accounts & notes receivable, net 2,951,300 2,951,300
Property, plant, equipment &
inventory held for sale 4,906,200 (3,263,200) 1) 1,643,000
Real estate and buildings held for sale 2,900,000 2,900,000
Other current assets 295,500 295,500
------------ ------------ ------------
Total current assets 13,500,800 2,993,800 16,494,600
Property, plant and equipment, net 102,700 102,700
Other assets 963,400 963,400
------------ ------------ ------------
14,566,900 2,993,800 17,560,700
============ ============ ============
Current liabilities
Current maturities of secured debt $ 195,700 $ 195,700
Accounts payable 709,900 709,900
Accrued wages and benefits 606,900 606,900
Other accrued expenses 434,000 434,000
Debt secured by buildings and real
estate held for sale 2,447,700 2,447,700
Debt secured by property, plant and
equipment of discontinued subsidiaries 54,400 (54,400) 1) -
------------ ------------ ------------
Total liabilities 4,448,600 (54,400) 4,394,200
Stockholders' equity
Common stock 103,800 103,800
Additional paid-in capital 18,736,700 18,736,700
Accumulated deficit (8,722,200) 4,748,200 1) (5,674,000)
(1,700,000) 2)
------------ ------------ ------------
Total stockholders' equity 10,118,300 3,048,200 13,166,500
------------ ------------ ------------
Total liabilities and stockholders' equity $ 14,566,900 $ 2,993,800 $ 17,560,700
============ ============ ============
</TABLE>
F-2
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
1. To record the sale of the Tooling Segment's assets, except the real
estate and buildings, and the gain on the sale of those assets as if
the operation had been discontinued and disposed of prior to March 31,
2000. The Company expects to receive $1.6 million from the sale of the
real estate and buildings, on or before July 31, 2000.
2. To record the estimated $1.6 million federal income tax and $100,000
Michigan Single Business tax liabilities on the sale of the Tooling
Segment's assets. The liabilities are shown as a reduction in cash.
F-3
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS
ENDED MARCH 31, 2000
The following unaudited Statement of Operations for the Six Months Ended
March 31, 2000 is shown as reported in the Company's Form 10-Q for the quarter
then ended. No proforma adjustments are presented here as the Tooling Segment
was reported as "discontinued operations" in the March 31, 2000 Form 10-Q.
<TABLE>
<CAPTION>
Historical
Consolidated
Six Months
Ended
Mar. 31, 2000
-------------
<S> <C>
Revenues $ 668,200
Costs and expenses:
Depreciation and interest 308,800
Salaries and benefits 186,800
Professional services 59,200
Other 90,300
-----------
Total costs and expenses 645,100
Income from continuing operations before
income taxes 23,100
Income tax expense (16,800)
-----------
Income from continuing operations $ 6,300
===========
Income per common share $ 0.01
===========
Basic and diluted weighted average shares
outstanding $1,043,600
===========
</TABLE>
F-4
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999
The following unaudited proforma adjustments reflect the elimination of the
results of operations of the Tooling Segment for the year ended September 30,
1999. The Statement of Operations for the Year Ended September 30, 1999 has been
adjusted to reflect the sale of Uniflow, which occurred during February 2000.
<TABLE>
<CAPTION>
Adjusted Proforma
Consolidated Consolidated
Year Ended Proforma Year Ended
Sept. 30, 1999 Adjustments Sept. 30, 1999
-------------- ----------- --------------
<S> <C> <C> <C>
Net sales/Revenues $ 15,213,300 $ 13,788,700 $ 1,424,600
Cost of sales 11,262,700 11,262,700 -
------------- ------------- ------------
Gross profit 3,950,600 2,526,000 1,424,600
Selling, general and
administrative expenses 3,326,700 2,158,800 1,167,900
------------- ------------- ------------
Income from operations 623,900 367,200 256,700
------------- ------------- ------------
Other (expense) income
Interest (335,800) (80,900) (254,900)
Other, net 934,500 934,500 -
------------- ------------- ------------
Other (expense) income - net 598,700 853,600 (254,900)
------------- ------------- ------------
Income (loss) from continuing
operations before income taxes 1,222,600 1,220,800 1,800
Income tax (expense) benefit (60,800) (62,100) 1,300
------------- ------------- ------------
Income (loss) from continuing
operations $ 1,161,800 $ 1,158,700 $ 3,100
============= ============= ============
Income per common share
(basic and diluted) $ 1.09 $ 0.00
============= ============
Basic and diluted weighted average
shares outstanding 1,064,000 1,064,000
============= ============
</TABLE>
F-5
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF NET ASSETS IN
LIQUIDATION AS OF MARCH 31, 2000 (1)
<TABLE>
<CAPTION>
Historical Proforma
Consolidated Proforma Consolidated
Mar. 31, 2000 Adjustments Mar. 31, 2000
-------------------- --------------------- --------------------
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 2,447,800 $ 9,600,000 (2) $ 10,683,800
(1,700,000)(3)
336,000 (4)
Accounts receivable, net 2,408,300 2,408,300
Property, plant, equipment and inventory
of discontinued subsidiary 4,906,200 (4,906,200)(2) -
Real estate and buildings held for sale 2,900,000 (974,100)(4) 2,488,900
563,000 (5)
Other assets 353,500 (8,000)(4) 110,000
(235,500)(5)
Property, plant and equipment, net 102,700 102,700
Notes receivable 1,448,400 151,600 (5) 1,600,000
-------------------- --------------------- --------------------
Total assets $ 14,566,900 $ 2,826,800 $ 17,393,700
==================== ===================== ====================
LIABILITIES:
Current maturities of long-term debt $ 195,700 $ 195,700
Accounts payable 709,900 709,900
Accrued wages and benefits 606,900 606,900
Accrued other 434,000 434,000
Debt secured by buildings and real estate
held for sale 2,447,700 (746,100)(4) 1,701,600
Debt secured by property, plant and
equipment of discontinued subsidiary 54,400 (54,400)(2) -
-------------------- --------------------- --------------------
Total liabilities 4,448,600 (800,500) 3,648,100
Stockholders' equity
Common stock 103,800 103,800
Additional paid-in capital 18,736,700 18,736,700
Accumulated deficit (8,722,200) 4,748,200 (2) (5,094,900)
(1,700,000)(3)
100,000 (4)
479,100 (5)
-------------------- --------------------- --------------------
Total stockholders' equity 10,118,300 3,627,300 13,745,600
-------------------- --------------------- --------------------
Total liabilities and stockholders' equity $ 14,566,900 $ 2,826,800 $ 17,393,700
==================== ===================== ====================
NET ASSETS IN LIQUIDATION $ 13,745,600
====================
Number of Common shares outstanding 1,029,124 1,029,124
==================== ====================
NET BOOK VALUE PER COMMON SHARE $ 9.83
====================
NET ASSETS IN LIQUIDATION PER COMMON SHARE $ 13.36
====================
</TABLE>
F-6
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SECOM GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF
NET ASSETS IN LIQUIDATION AS OF MARCH 31, 2000
1. This statement gives effect to the various asset sales and adoption of
the Plan of Liquidation as if they had occurred as of March 31, 2000.
2. To record the sale of the Company's Tooling Segment's assets and gain
on the sale of those assets as if the operation had been had been
discontinued and disposed of prior to March 31, 2000.
3. To record the estimated $1.6 million federal income tax and $100,000
Michigan Single Business tax liabilities on the sale of the Tooling
Segment's assets. The liabilities are shown as a reduction in cash.
4. To record the sale of the Company's building and real estate located at
26600 Heyn Drive, Novi, Michigan. The gain is recorded as an increase
in cash, net of an estimated $50,000 federal income tax liability.
5. To adjust assets to their estimated liquidation values. The proforma
presentation assumes the remaining Novi real estate will sell for a
gross price of $2.75 million.
F-7
<PAGE> 10
SECOM GENERAL CORPORATION AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(LIQUIDATION BASIS) FOR THE PERIOD SEPTEMBER 30, 1999 TO MARCH 31, 2000
The following Proforma Statement of Changes in Net Assets includes the following
adjustments to give effect to the asset sales and Plan of Liquidation as if
they had occurred as of September 30, 1999.
<TABLE>
<S> <C>
Stockholders equity at September 30, 1999 (going concern, historical cost basis) $ 9,722,500
Proforma adjustments:
Net cash received from the sale of the Tooling Segment's assets, in excess of
the assets September 30, 1999 historical net cost, less estimated tax liabilities
of $1.7 million. 3,309,400
Increase in net assets from revaluing assets to liquidation basis from going concern
historical cost basis as of September 30, 1999. 539,100
Net cash received from sale of the Company's building and real estate
located at 26600 Heyn Drive, Novi, Michigan, in excess of the assets September 30,
1999 historical net cost, less an estimated federal income tax liability of $50,000. 130,000
Other 44,600
--------------
Net Assets in Liquidation as of March 31, 2000 $ 13,745,600
==============
</TABLE>
F-8
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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 officer.
SECOM GENERAL CORPORATION
(Registrant)
By: /s/ Scott J. Konieczny
----------------------------------------------
Scott J. Konieczny
Its: Chief Financial Officer
---------------------------------------------
Dated: July 14, 2000
<PAGE> 12
EXHIBIT INDEX
Exhibit Description Page
1.1 Asset Purchase Agreement dated March 29, 2000 *
Alken-Ziegler Livonia, LLC, GL Ziegler
Investments, LLC, Form Flow, Inc., L&H Die, Inc.
and Secom General Corporation
* Incorporated by reference from Exhibit A to the Registrant's Information
Statement on Schedule 14C dated May 23, 2000.
