SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 18, 1994
WATTS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14787 04-2916536
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
815 Chestnut Street, North Andover, Massachusetts 01845
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(508) 688-1811
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses
Acquired. Not applicable.
(b) Pro forma financial information. The response to
this portion of Item 7 is submitted as a separate
section of this Amended Current Report on
Form 8-K/A.
(c) Exhibits.
2.1 Joint Venture Contract, dated as of
June 27, 1994, by and between
Tianjin Tanggu Valve Plant and
Watts Investment Company. (1)(2)
2.2 Stock Purchase Agreement, dated as
of July 28, 1994, by and between
Jameco Acquisition Corp. and Harry
Lipman, Michael Lipman, Walter
Lipman, Sidney Greenberg, David
Chasin, Kenneth S. Lipman, Peter A.
Lipman, Ethel S. Lipman, Gloria
Lipman, Walter Lipman Trust for the
Benefit of Ilene Burstein, Walter
Lipman Trust for the Benefit of
Staci Burstein and Walter Lipman
Trust for the Benefit of Joshua
Burstein. (1)
2.3 Asset Purchase Agreement, dated as
of August 4, 1994, by and between
Circle Seal Controls, Inc. and SAES
Pure Gas, Inc. (1)
2.4 Stock Purchase Agreement, dated as
of November 18, 1994, by and
between Watts Industries Europe BV,
KF Industries Europe BV, Philabel
International NV, Antonio Vienna,
and G.I.V.A. S.p.A. (1)
(1) Incorporated by reference to the relevant
exhibit to the Registrant's Current Report on
Form 8-K filed with the Securities and
Exchange Commission on December 5, 1994.
(2) Joint venture received its business license to
conduct business in the People's Republic of China
on July 15, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WATTS INDUSTRIES, INC.
By:/S/William C. McCartney
William C. McCartney,
Vice President of
Finance
Date: February 2, 1995
<PAGE>
Pro Forma Condensed
Consolidated Financial
Statements (Unaudited)
Watts Industries, Inc.
and Subsidiaries and Jameco
Industries, Inc., Pibiviesse S.p.A. and
Tianjin Tanggu Watts Valve
Company Limited
September 30, 1994
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Pro Forma Condensed Consolidated
Financial Statements (Unaudited)
September 30, 1994
Contents
Pro Forma Condensed Consolidated Financial Statements (Unaudited)
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
Pro Forma Condensed Consolidated Statement of Earnings for the
year ended June 30, 1994 (Unaudited)
Pro Forma Condensed Consolidated Statement of Earnings for the
three months ended September 30, 1994 (Unaudited)
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Pro Forma Condensed Consolidated
Financial Statements (Unaudited)
September 30, 1994
The following pro forma condensed consolidated balance sheet as of September
30, 1994, and the pro forma condensed consolidated statements of earnings for
the year ended June 30, 1994 and the three months ended September 30, 1994
give effect to the acquisition of 100% of the outstanding shares of Jameco
Industries, Inc. and Pibiviesse S.p.A. (PBVS) and the acquisition of a
controlling 60% interest in Tianjin Tanggu Watts Valve Company Limited
(Tanggu Watts) by one or more wholly owned subsidiaries of Watts Industries,
Inc. The pro forma information is based on the historical financial statements
of Watts Industries, Inc. and Subsidiaries, giving effect to the proposed
transactions and adjustments in the accompanying notes to the pro forma
financial statements.
The pro forma statements have been prepared by Watts Industries, Inc.
management based upon the financial statements of Jameco Industries, Inc., PBVS
and Tanggu Watts. These pro forma financial statements may not be indicative of
the results that actually would have occurred if the combination had been in
effect on the dates indicated or which may be obtained in the future.
The pro forma financial statements should be read in conjunction with the
audited financial statements and notes of Watts Industries, Inc. included
in its Annual Report.
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
September 30, 1994
As Reported
---------------------------
Watts
Industries,
Inc. and Pro Forma Pro Forma
Subsidiaries Acquisitions Adjustments Consolidated
---------------------------------------------------
Assets (000's omitted)
Current assets:
Cash and cash
equivalents $ 8,466 $(7,150)(A) $ 1,316
Short-term investments 19,965 19,965
Accounts receivable 101,889 $10,386 112,275
Inventories 161,170 11,271 172,441
Other current assets 25,980 1,665 27,645
---------------------------------------------------
Total current assets 317,470 23,322 (7,150) 333,642
Property, plant and
equipment, net 145,562 2,540 148,102
Goodwill, net 115,414 18,246 (B) 133,660
Other assets 19,470 758 20,228
-------------------------------------------------
$597,916 $26,620 $11,096 $635,632
Liabilities and
stockholders' equity
Current liabilities:
Accounts payable and
accrued expenses $ 76,780 $22,465 $ 99,245
Other current liabilities 23,485 $13,000 (A) 36,485
--------------------------------------------------
Total current liabilities 100,265 22,465 13,000 135,730
Long-term debt 97,905 568 98,473
Other liabilities 26,200 1,683 27,883
Stockholders' equity:
Common stock 2,949 1,395 (1,395) 2,949
Additional paid-in capital 93,165 93,165
Retained earnings 278,474 509 (509) 278,474
Foreign currency
translation adjustment (1,042) (1,042)
-------------------------------------------------
Total stockholders' equity 373,546 1,904 (1,904) 373,546
-------------------------------------------------
$597,916 $26,620 $11,096 $635,632
See accompanying notes to pro forma condensed consolidated financial statements
(unaudited).
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Pro Forma Condensed Consolidated Statement of Earnings (Unaudited)
Year ended June 30, 1994
As Reported
--------------------------
Watts
Industries,
Inc. and Pro Forma Pro Forma
Subsidiaries Acquisitions Adjustments Consolidated
------------------------------------------------------
(000's omitted, except per-share data)
Net sales $518,541 $101,801 $620,342
Cost of goods sold 322,336 69,952 392,288
Selling, general and
administrative expenses 121,597 25,628 $ 1,046 (C) 148,271
------------------------------------------------------
Operating earnings 74,608 6,221 (1,046) 79,783
Other (income) expense:
Interest income (2,986) (178) 2,034 (C) (1,130)
Interest expense 8,779 1,477 498 (C) 10,754
Other, net 1,480 201 1,681
------------------------------------------------------
Earnings before income
taxes 67,335 4,721 (3,578) 68,478
Provision for income
taxes 26,325 1,673 (988)(C) 27,010
-------------------------------------------------------
Net earnings $ 41,010 $ 3,048 $(2,590) $ 41,468
Primary and fully
diluted earnings
per share $ 1.38 $ 1.40
-------------------------------------------------------
Weighted-average
number of common
shares:
Primary 29,674 29,674
-------------------------------------------------------
Fully diluted 29,711 29,711
-------------------------------------------------------
See accompanying notes to pro forma condensed consolidated financial statements
(unaudited).
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Pro Forma Condensed Consolidated Statement of Earnings (Unaudited)
Three months ended September 30, 1994
As Reported
-------------------------
Watts
Industries,
Inc. and Pro Forma Pro Forma
Subsidiaries Acquisitions Adjustments Consolidated
------------------------------------------------------
(000's omitted, except per-share data)
Net sales $152,677 $11,375 $164,052
Cost of goods sold 96,994 6,795 103,789
Selling, general and
administrative expenses 34,849 3,606 $ 163 (C) 38,618
------------------------------------------------------
Operating earnings 20,834 974 (163) 21,645
Other (income) expense:
Interest income (750) (24) 347 (C) (427)
Interest expense 2,410 139 165 (C) 2,714
Other, net 264 220 484
-------------------------------------------------------
Earnings before income
taxes 18,910 639 (675) 18,874
Provision for income
taxes 7,520 238 (204)(C) 7,554
-------------------------------------------------------
Net earnings $ 11,390 $ 401 $(471) $ 11,320
Primary and fully
diluted earnings
per share $ .38 $ .38
-------------------------------------------------------
Weighted-average
number of common
shares:
Primary 29,698 29,698
------------------------------------------------------
Fully diluted 29,714 29,714
See accompanying notes to pro forma condensed consolidated financial statements
(unaudited).
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Notes to Pro Forma Condensed Consolidated Financial
Statements (Unaudited)
September 30, 1994
On November 18, 1994, two wholly-owned indirect subsidiaries of Watts
Industries, Inc. acquired from Philabel International NV all of the issued and
outstanding capital stock of Philabel NV, a Dutch holding company owning all of
the issued and outstanding capital of Pibiviesse S.p.A. (PBVS) for a price of
approximately $20,150,000. Accordingly, the balance sheet of PBVS as of
September 30, 1994 and related statement of earnings for the three months then
ended have been included in the "As Reported Acquisitions" columns of the
respective accompanying pro forma condensed consolidated financial statements.
Since the acquisitions of Jameco Industries, Inc. and Tanggu Watts occurred
on July 28, 1994 and July 15, 1994 (the date of the joint venture's business
license approval), respectively, the balance sheet amounts
at September 30, 1994 and statement of earnings amounts since the acquisition
dates have been included in the "As Reported Watts Industries, Inc. and
Subsidiaries" columns for the three months ended September 30, 1994 of the
respective accompanying pro forma condensed consolidated financial statements.
The operating results of Jameco Industries, Inc. and Tanggu Watts for the
period July 1, 1994 to their dates of acquisition were immaterial.
The statement of earnings amounts in the "As Reported Acquisitions" column
for the year ended June 30, 1994 include the operating results of Jameco
Industries, Inc., Tanggu Watts and PBVS for twelve month periods ended on
or prior to June 30, 1994.
(000's omitted)
(A) Reflects reductions in cash and increase in outstanding indebtedness as a
result of the acquisition of PBVS.
Purchase price:
Cash:
Purchase price $ 6,800
Professional fees 350
--------
7,150
Borrowings under revolving
line of credit 13,000
--------
$20,150
(B) Under purchase accounting, PBVS's assets and liabilities are required to be
adjusted to their estimated fair values. The estimated fair value adjustments
have been determined by Watts Industries, Inc. based upon available
information. The following are the pro forma adjustments made to reflect
PBVS's fair values as of September 30, 1994.
Net Assets
----------
Amounts reported by PBVS $ 1,904
Fair value adjustments, net of estimated
future tax effects, if any:
Cost in excess of net assets acquired 18,246
--------
$20,150
<PAGE>
Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc.,
Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited
Notes to Pro Forma Condensed Consolidated Financial
Statements (unaudited)(continued)
(000's omitted)
(C) For purposes of determining the pro forma effect of the acquisitions on the
Watts Industries, Inc. consolidated statements of earnings, the following pro
forma adjustments have been made:
Three months
Year ended ended
June 30 September 30
1994 1994
------------------------------
Increase (Decrease) in Income
1. Decrease in investment income resulting from
the reduction of short-term investments $(2,034) $(347)
2. Interest expense on revolving line of credit
at LIBOR plus 25 basis points (498) (165)
3. Decrease in income tax provision associated
with 1. and 2., above 988 204
4. Amortization over 40 years of cost in excess
of net assets acquired (1,046) (163)
-----------------------------
$(2,590) $(471)
