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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 25, 1996
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Mafco Consolidated Group Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11240 02-0424104
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
35 East 62nd Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 572-8600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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The following items are hereby amended in their entirety:
Item 7. Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information
The unaudited pro forma condensed statements of operations for the year
ended December 31, 1995 and the nine month period ended September 30,
1996 give pro forma effect to the Flavors Disposition, the dividend by
Flavors of $5.4 million to Mafco prior to the Flavors Disposition and
the distribution of the VSRs to PCT's shareholders (collectively the
"Transactions"), assuming that the Transactions had been consummated on
January 1, 1995, and the unaudited pro forma condensed balance sheet as
of September 30, 1996, gives pro forma effect to the Transactions,
assuming that the Transactions had been consummated on September 30,
1996. The pro forma adjustments are based upon available information
and certain assumptions that the management of Mafco believes are
reasonable. The pro forma financial data do not purport to represent
the results of operations or the financial position of Mafco that
actually would have occurred had the Transactions been consummated on
the aforesaid dates, or project the results of operations or financial
position of Mafco and its subsidiaries for any future date or period.
2
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MAFCO CONSOLIDATED GROUP INC. AND SUBSIDIARIES
PROFORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 1996
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
Flavors
Company Holdings Pro Forma Company
ASSETS Historical Historical Adjustments Pro Forma
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Current assets:
Cash, cash equivalents and marketable securities $ 244.6 $ (9.9) $ 5.4(1) $ 412.8
172.7(2)
Notes and trade receivables, net 31.3 (12.1) 3.7(2) 22.9
Inventories 91.0 (43.9) -- 47.1
Prepaid expenses and other 23.8 (1.3) -- 22.5
------ ------ ------ ------
Total current assets 390.7 (67.2) 181.8 505.3
Property, plant and equipment, net 48.0 (10.5) -- 37.5
Pension asset 62.5 -- -- 62.5
Investment in PCT preferred and common stock 73.5 -- (49.6)(3) 23.9
Trademarks, net 31.4 -- -- 31.4
Intangible assets related to businesses acquired, net 61.4 (1.4) -- 60.0
Other assets 62.2 (4.5) 3.5(2) 61.2
------ ------ ------ ------
$ 729.7 $ (83.6) $ 135.7 $ 781.8
====== ====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt and short-term borrowings $ 11.2 $ (11.2) $ -- $ --
Accounts payable 14.7 (4.4) -- 10.3
Accrued expenses and other 63.8 (9.1) 43.5(4) 98.2
------ ------ ------ ------
Total current liabilities 89.7 (24.7) 43.5 108.5
Long-term debt 209.9 (99.9) -- 110.0
VSR's 22.1(2) 22.1
Other liabilities 196.4 (3.1) (8.8)(4) 184.5
Stockholders' equity:
Common stock 0.2 -- 0.2
Additional paid-in-capital 167.1 -- 167.1
Retained earnings 95.0 45.4 5.4(1)(2) 219.3
157.8(2)
(49.6)(3)
(34.7)(4)
Currency translation adjustment 1.3 (1.3) -- --
Treasury stock at cost (29.9) -- -- (29.9)
------ ------ ------ ------
Total stockholders' equity 233.7 44.1(2) 78.9 356.7
------ ------ ------ ------
$ 729.7 $ (83.6) $ 135.7 $ 781.8
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</TABLE>
See notes to pro forma condensed balance sheet.
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MAFCO CONSOLIDATED GROUP INC. AND SUBSIDIARIES
PROFORMA STATEMENT OF OPERATIONS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 1996
(Dollars in millions, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Flavors
Company Holdings Pro Forma Company
Historical Historical Adjustments Pro Forma(3)(4)
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 230.4 $(77.7) $ 152.7
Cost of sales 131.9 (43.6) 88.3
-------- ------- ------ ---------
Gross profit 98.5 (34.1) -- 64.4
Selling, general and administrative expenses 40.0 (6.5) 33.5
-------- ------- ------ ---------
Operating income 58.5 (27.6) -- 30.9
Interest expense (19.3) 9.4 (9.9)
Interest, investment and dividend income 7.1 (0.3) 6.8
Amortization of deferred charges and bank fees (1.5) 0.9 (0.6)
Equity in earnings from continuing operations and preferred
dividends of PCT 2.8 -- 2.7(1) 5.5
Gain on Cigar Offering 127.8 127.8
Other income (expense), net (0.8) (0.1) (0.9)
-------- ------- ------ ---------
Income from continuing operations before income taxes 174.6 (17.7) 2.7 159.6
Provision for income taxes (59.1) 6.9 (0.2)(2) (52.4)
-------- ------- ------ ---------
Income from continuing operations $ 115.5 $ (10.8) $ 2.5 $ 107.2
======== ======= ====== =========
Pro forma earnings per share from continuing operations $ 4.61
Weighted average number of shares (in thousands) 23,237
</TABLE>
See notes to pro forma condensed statement of operations.
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MAFCO CONSOLIDATED GROUP INC. AND SUBSIDIARIES
PROFORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(Dollars in millions, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Flavors
Company Holdings Pro Forma Company
Historical Historical Adjustments Pro Forma(3)(4)
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 261.1 $ (103.2) $ -- $ 157.9
Cost of sales 154.0 (60.0) 94.0
-------- -------- ------- -------
Gross profit 107.1 (43.2) -- 63.9
Selling, general and administrative expenses 51.4 (9.2) 42.2
-------- -------- ------- -------
Operating income 55.7 (34.0) -- 21.7
Interest expense (27.2) 13.5 (13.7)
Interest, investment and dividend income 6.0 (0.5) 5.5
Amortization of deferred charges and bank fees (2.1) 1.1 (1.0)
Equity in earnings from continuing operations
and preferred dividends of PCT 0.7 -- 4.3(1) 5.0
Other income (expense), net (0.3) 0.1 (0.2)
-------- -------- ------- -------
Income from continuing operations before
income taxes 32.8 (19.8) 4.3 17.3
Provision for income taxes (9.7) 7.7 (0.3)(2) (2.3)
-------- -------- ------- -------
Income from continuing operations $ 23.1 $ (12.1) $ 4.0 $ 15.0
======== ======== ======= =======
Pro forma earnings per share from continuing operations $ 0.69
Weighted average number of shares (in thousands) 21,794
</TABLE>
See notes to pro forma condensed statement of operations.
5
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Notes to pro forma condensed balance sheet (dollars in millions)
1) Dividend declared by Flavors to Mafco prior to the Flavors Disposition.
2) Reflects (i) the Flavors Disposition and the issuance of the VSRs, net
of the distribution of the VSRs to PCT shareholders (14,717,102 VSRs
issued to shareholders of PCT other than Mafco, at fair market value
per VSR at the date of issuance of $1.50) for net cash proceeds of
$172.7 ($180.0 less estimated transaction expenses of $7.3, including a
payment of approximately $3.0 pursuant to the Company's Transaction
Bonus Plan) and deferred cash payments of $7.2; (iii) the distribution
of the VSRs to PCT's shareholders and (iii) the resulting pre-tax gain
of $207.3, prior to the deferral of a portion of gain (see Note 3),
calculated as follows:
Net cash proceeds $172.7
Deferred cash payment 7.2
Less: VSR obligation (22.1)
------
157.8
Flavors stockholder's deficit 44.1
Flavors dividend 5.4
------
Pre-tax gain prior to deferral $207.3
======
3) Reflects the deferral of a portion of the gain, net of taxes on the
Flavors Disposition, corresponding to the Company's continuing 29%
equity interest in PCT following the Flavors Disposition.
4) Reflects the tax effect of the gain to the Company on the Flavors
Disposition, prior to the deferral of a portion of the gain
(see Note 3).
Notes to pro forma condensed statement of operations (dollars in millions)
1) Reflects the increase in the Company's equity in earnings from
continuing operations of PCT attributable to the Flavors Disposition.
2) Reflects the tax effect, based on the utilization of a dividend
exclusion deduction, of the pro forma adjustments set forth in
Note 1.
3) Income from continuing operations assumes that the VSRs are valued at
$1.50 per VSR (the estimated fair market value at the date of issuance)
at the beginning and end of each period presented. Subsequently, the
VSRs will be marked to the closing market price of the security at each
financial statement date. As a result, income in future periods may be
affected by any positive or negative mark to market adjustments.
4) The Pro Forma Statement of Operations does not give pro forma effect to
the $3.0 payment made to the Company's Chief Executive Officer pursuant
to the Company's Transaction Bonus Plan.
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(c) Exhibits
2.1 Stock and VSR Purchase Agreement, dated as of October
23, 1996, by and between Mafco Consolidated Group Inc.,
Power Control Technologies Inc. and PCT International
Holdings Inc. (incorporated by reference from Exhibit 7 of
the Mafco Consolidated Group Inc.'s Schedule 13D, dated
October 25, 1996, filed with respect to Power Control
Technologies Inc.).
4.1 Value Support Rights Agreement dated November 25, 1996 between
Mafco Consolidated Group Inc. and American Stock Transfer &
Trust Company, as the trustee (incorporated by reference from
Exhibit 4.1 of Mafco Consolidated Group Inc.'s Form 8-K dated
November 25, 1996).
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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.
Dated: December 23, 1996
MAFCO CONSOLIDATED GROUP INC.
By:/s/Laurence Winoker
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Name: Laurence Winoker
Title: Vice President and Controller
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EXHIBIT INDEX
Exhibit
No. Page
2.1 Stock and VSR Purchase Agreement, dated as of October
23, 1996, by and between Mafco Consolidated Group Inc.,
Power Control Technologies Inc. and PCT International
Holdings Inc. (incorporated by reference to Exhibit 7 of the
Mafco Consolidated Group Inc.'s Schedule 13D, dated
October 25, 1996, filed with respect to Power Control
Technologies Inc.).
4.1 Value Support Rights Agreement dated November 20, 1996
between Mafco Consolidated Group Inc. and American Stock
Transfer & Trust Company, as the trustee (incorporated by
reference from Exhibit 4.1 of Mafco Consolidated Group Inc.'s
Form 8-K dated November 25, 1996).
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