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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) January 1, 1999
BARNETT INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-21728 59-1380437
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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3333 Lenox Avenue, Jacksonville, Florida 32254
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (904) 384-6530
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS
On December 14, 1998, Barnett Inc.(the "Company") announced that the
Company had entered into an agreement in principle to acquire certain of the
assets and liabilities of the U.S. Lock division of WOC Inc., an indirect wholly
owned subsidiary of Waxman Industries, Inc., for a cash price of approximately
$33 million and the assumption of liabilities estimated at approximately $2
million (the "U.S. Lock Acquisition"). On January 8, 1999, the U.S. Lock
Acquisition was completed, with an effective date of January 1, 1999. Waxman
Industries, Inc. continues to own 44.4% of the Company.
The factors considered by the Company in determining the price to be
paid for the U.S. Lock Acquisition included its historical and expected growth
rates, its historical and expected earnings before interest and taxes as well as
the anticipated impact on the Company's financial results.
The $33 million cash portion of the purchase price was financed by a
term loan provided by First Union National Bank.
A copy of the press release issued by the Company upon consummation of
the U.S. Lock Acquisition is attached hereto as Exhibit 1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A & B) Financial Statements and Pro Forma Financial Information
Audited Financial Statements of the U.S. Lock Acquisition are currently
unavailable; however they will be filed together with the Pro Forma Financial
Statements of the Company as soon as they are available, but in no event beyond
60 days of the required filing date of this report.
C) Exhibits:
1. Press release issued by Barnett Inc. on January 7, 1999
2. Asset purchase agreement dated December 18, 1998 among Barnett Inc, Waxman
Industries, Inc, and WOC Inc. (Incorporated by reference to Exhibit 3 of the
Form 8-K dated January 15, 1999 filed by Waxman Industries, Inc.)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BARNETT INC.
By /s/ ANDREA M. LUIGA
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Andrea M. Luiga
Dated: January 16, 1999 Vice President and Chief Financial Officer
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Exhibit 1
BARNETT INC. COMPLETES PURCHASE
OF U.S. LOCK
JACKSONVILLE, FLORIDA - January 7, 1999-- Barnett Inc., (Nasdaq:BNTT) a
leading direct marketer and distributor of an extensive line of plumbing,
electrical and hardware products to a broad base of customers, announced today
that it completed its previously announced acquisition of U.S. Lock from Waxman
Industries, Inc. (NYSE:WAX) for approximately $33 million plus the assumption
of certain stated liabilities.
U.S. Lock is a leading distributor of security hardware to locksmiths and other
security hardware installers, distributing over 8,500 national brand name and
private label products through its telesales operations, catalogs and monthly
promotional flyers throughout the United States. Bill Pray, President and Chief
Executive Officer stated: "We are extremely pleased to add U.S. Lock to our
organization. U.S. Lock is a well managed and profitable company that is highly
respected throughout the security hardware industry. The acquisition of U.S.
Lock is expected to be immediately accretive and we believe the acquisition of
U.S. Lock is a good strategic fit for Barnett, combining two direct mail,
telesales businesses that have similar business models."
Headquartered in Jacksonville, Florida, Barnett Inc. is a leading direct
marketer and distributor of an extensive line of plumbing, electrical and
hardware products to approximately 65,000 active customers. The Company markets
its products through five distinct comprehensive catalogs supported by a
nationwide network of distribution centers and a sophisticated telesales
operation.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. Statements on this Press Release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 that are based on the beliefs of the Company and its management. Any
statements contained herein which are not historical facts or which contain the
words expect, believe, anticipate, estimate and similar statements shall be
deemed to be forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include general
economic and business conditions, changes in customer preferences, competition,
changes in business strategy, the management of growth and various other factors
as may be detailed from time to time in the Company's SEC reports.
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