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): August 2, 1995
ASTEC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Tennessee
(State or other jurisdiction
of incorporation)
0-14714
(Commission File Number)
62-0873631
(IRS Employer Identification No.)
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(Address of Principal Executive Offices)
(615) 867-4210
(Registrant's telephone number, including area code)
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Item 2. Disposition of Assets.
On August 2, 1995, Astec Industries, Inc. (the "Company") sold
all of the issued and outstanding capital stock of its wholly-owned
foreign subsidiary, Wibau-Astec Maschinenfabrik GmbH of Granadau,
Germany ("Wibau-Astec") to Wirtgen Gesellschaft mit beschraenkter
Haftung ("Wirtgen") for DM 1,550,000 (approximately $1,109,000),
effective as of June 30, 1995. In connection with this transaction,
Gibat-Ohl Ingenieurgesellschaft fur Anlagentechnik mbH ("Gibat-Ohl"),
also a wholly-owned foreign subsidiary of the Company, acquired
certain inventory and intellectual property rights owned by Wibau-Astec
for aggregate consideration totaling approximately DM 1,100,000
(approximately $787,000). In addition to the foregoing, the Company
received, in the aggregate, approximately DM 2,000,000 (approximately
$1,430,000) to settle various claims related to Gibat-Ohl's business
operations. The definitive agreement for the sale of the assets, as well as
Wirtgen's assumption of operational control and risk of ownership of
Wibau-Astec, each occurred on June 30, 1995, the effective date of the
transaction.
The Company acquired a 50% interest in Wibau-Astec in July
1993 and the remaining 50% in November 1994. The assets of the
Wibau-Astec business consisted primarily of inventories, receivables,
manufacturing machinery and equipment, computer equipment,
computer software and office equipment used in manufacturing asphalt
plants, their components and parts.
The consideration received in connection with this transaction was
determined as a result of arm's-length negotiations between the Company
and Wirtgen.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information.
(i) The Company's balance sheet at June 30, 1995 is
incorporated by reference from the Company's Form
10-Q for quarter ended June 30, 1995. The sale of
Wibau-Astec is fully reflected in this balance sheet.
(ii) The Pro Forma Statements of Income give effect to
the Company's sale of its wholly-owned subsidiary,
Wibau-Astec, for DM 1,550,000 (approximately
$1,109,000) and its receipt, as part of this
transaction, of approximately DM 2,000,000
(approximately $1,430,000) to settle various claims
related to Gibat-Ohl's business operations. The Pro
Forma Statements of Income are based on the
historical financial information of the Company and
give effect to the disposition of Wibau-Astec as
described in the Notes thereto. The Pro Forma
Statements of Income assume that the disposition of
Wibau-Astec had been effective as of the beginning
of the periods presented. The Pro Forma Statements
of Income do not purport to present what the
Company's results of operations would actually have
been if the disposition of Wibau-Astec had occurred
as of the beginning of the periods presented or to
project Astec's results of operations for any future
period.
PRO FORMA CONDENSED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
(Amounts in thousands, except per share data)
PRO FORMA
Adjustments
Historical Astec Ref. Amount As Adjusted
Net sales $127,912 (1) $(4,811) $123,101
Cost of sales 100,264 (1) (3,812) 96,452
27,648 (1) (999) 26,649
Selling, general and
administrative
expenses 20,396 (1) (2,057) 18,484
(2) 145
Income from operations 7,252 913 8,165
Interest expense 1,072 (1) (228) 844
Other income,
net of expense 2,946 (1) (598)
(2) (1,877) 471
Income before
income taxes 9,126 (1,334) 7,792
Income taxes 4,100 (3) (1,476) 2,624
Net income $5,026 $142 $5,168
Earnings per common
and common
equivalent share $.50 $.51
Weighted average number of
common and common
equivalent shares 10,051,941 10,051,941
See Notes to Pro Forma Condensed Statements of Income (Unaudited).
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PRO FORMA CONDENSED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(Amounts in thousands, except per share data)
PRO FORMA
Adjustments
Historical Astec Ref. Amount As Adjusted
Net sales $213,806 (4) $(3,862) $209,944
Cost of sales 165,709 (4) (3,240) 162,469
48,097 (4) (622) 47,475
Selling, general and
administrative
expenses 34,308 (4) (882) 33,426
Patent suit damages and
expenses (net
recoveries and
accrual
adjustments) (14,948) (14,948)
Restructuring costs 1,501 (4) (1,501)
Income from operations 27,236 (4) 1,761 28,997
Interest expense 713 (4) (96) 617
Other income,
net of expense 2,390 (4) 363 2,753
Equity in loss of
joint venture (3,177) (5) 3,177
Income before taxes 25,736 5,397 31,133
Income taxes 2,300 (4) 1,827 4,127
Net income $23,436 $3,570 $27,006
Earnings per common
and common
equivalent share $2.38 $2.74
Weighted average number of
common and common
equivalent shares 9,843,980 9,843,980
See Notes to Pro Forma Condensed Statement of Income (Unaudited)
<PAGE>
NOTES TO PRO FORMA CONDENSED
STATEMENTS OF INCOME (UNAUDITED)
(1) Represents the elimination of Wibau-Astec operations for six months
ended June 30, 1995.
(2) Represents the elimination of amounts received as part of sale of
Wibau-Astec to settle various claims relative to Gibat-Ohl's business
operations.
(3) Represents the tax effects related to adjustments (1) and (2).
(4) Represents the elimination of Wibau-Astec operations for the period
from date of acquisition of remaining 50% of Wibau-Astec, November
7, 1994, through December 31, 1994.
(5) Represents the elimination of equity in losses of Wibau-Astec for
period prior to acquisition of remaining 50% of Wibau-Astec on
November 7, 1994.
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.
ASTEC INDUSTRIES, INC.
Date: August 16, 1995
By: /s/ J. Don Brock
J. Don Brock
Chairman of the Board and President
