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): May 15, 2000
Sigma-Aldrich Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-8135 43-1050617
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
3050 Spruce Street,
St. Louis, Missouri 63103
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 771-5765
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Sigma-Aldrich Corporation (the Company), a $1 billion life
science company, announced it has a Sale and Purchase
Agreement dated March 27, 2000, as amended, (the
"Agreement") by and among Sigma-Aldrich Corporation, Sigma-
Aldrich Co., Sigma-Aldrich Canada Ltd., Sigma-Aldrich
Company Ltd., Sigma-Aldrich Chemie GmbH (Sellers) and Cooper
Industries, Inc., Cooper B-Line, Inc. (formerly known as CBL
Acquisition Corp.) and Cooper Technologies Company (Buyer)
to sell its B-Line Systems metal business, which consists of
all the stock of Sigma-Aldrich Corporation's subsidiaries B-
Line Systems, Inc. and B-Line System Manufacturing, Inc. and
all other assets of the Sellers used exclusively in
connection with the B-Line Systems metal business. On May
1, 2000 the Company completed the sale of its B-Line Systems
metal business to Cooper Industries, Inc. for $425 million
(the Purchase Price), subject to certain closing adjustments
as described in the Agreement, a copy of which is filed as
an exhibit to the current report on Form 8-K and hereby
incorporated by reference. The proceeds received from the
sale were used to reduce short-term borrowings, to continue
share repurchases and for other general corporate purposes.
The assets sold consist of accounts receivable, inventory,
property, plant and equipment and goodwill of B-Line Systems
business. The purchase price was paid in cash. The purchase
price was determined by negotiation between the parties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(b) Pro forma Condensed Consolidated Financial Information
(Unaudited)
- Pro forma Condensed Consolidated Financial Information
(Unaudited).
- Pro forma Condensed Consolidated Balance Sheet at March
31, 2000 (Unaudited).
- Notes to Pro forma Condensed Consolidated Balance Sheet
and Condensed Consolidated Financial Information
(Unaudited).
(c) Exhibits.
The following is a complete list of Exhibits filed as part
of this report:
Exhibit 2 (a) * Sale and Purchase
Agreement dated March 27, 2000 by and
among Sigma-Aldrich Corp., a Delaware
corporation ("SIAL"), Sigma-Aldrich Co.,
an Illinois corporation ("SAC"), Sigma-
Aldrich Canada Ltd., a corporation
organized under the laws of Canada
("Sigma Canada"), Sigma-Aldrich Company
Ltd., a corporation organized under the
laws of the United Kingdom ("Sigma UK"),
Sigma-Aldrich Chemie GmbH, a corporation
organized under the laws of Germany
("Sigma Germany"), Cooper Industries,
Inc., an Ohio corporation ("Cooper"),
CBL Acquisition Corp., a Delaware
corporation ("CBL") and Cooper
Technologies Company, a Delaware
Corporation ("CTC", and with SIAL, SAC,
Sigma Canada, Sigma UK, Sigma Germany,
Cooper and CBL, the "Parties") Sigma-
Aldrich Corporation, Sigma-Aldrich Co.,
Sigma-Aldrich Canada Ltd., Sigma-Aldrich
Company Ltd., Sigma-Aldrich Chemie GmbH,
as sellers and Cooper Industries, Inc.,
CBL Acquisition Corp., Cooper
Technologies Company, as buyers
(schedules omitted). - Incorporated by
reference to Exhibit 2 (a) of Form 10-Q
for the period ended March 31, 2000,
Commission File Number 0-8135.
Exhibit 2 (b) First Amendment to
the Sale and Purchase Agreement -
Incorporated by reference to Exhibit 2
(b) of Form 10-Q for the period ended
March 31, 2000, Commission File Number 0-
8135.
*The registrant hereby agrees to furnish supplementary
a copy of any omitted Schedules to this Agreement to
the Securities and Exchange Commission upon request.
<PAGE>
ITEM 7(b). PRO FORMA FINANCIAL INFORMATION
SIGMA-ALDRICH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(unaudited)
The following presents unaudited pro forma condensed
financial information of the Company, as adjusted to give
effect to the sale of all of its B-Line System metal
business ("Divested Company") to Coopers Industries, Inc.,
the receipt of sale proceeds and retirement of short-term
debt. The financial information is presented as of March
31, 2000 for balance sheet purposes. Pro forma income
statements have been excluded as the Divested Company has
been reported as discontinued operations in the latest 10-K
and 10-Q filings of the Company. The historical financial
information for Divested Company has been derived from the
historical financial statements of the Company and is
intended only for presentation of the Company's pro forma
financial information. This data is presented for
illustrative purposes only and is not necessarily indicative
of the financial position of the Company or Divested Company
which would have occurred had the sale actually been
consummated as of such dates, nor is this information
indicative of the future financial position of the Company
or Divested Company. The pro forma adjustments are
described in the accompanying notes presented herein.
FORWARD-LOOKING STATEMENTS
This report on Form 8-K may be deemed to include forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve risk and uncertainty,
including financial, business environment and projections,
as well as statements preceded by, followed by, or that
include the words "believes," "expects," "anticipates" or
similar expressions, and other statements contained herein
regarding matters that are not historical facts. Although
the Company believes its expectations are based on
reasonable assumptions, it can give no assurance that its
goals will be achieved. The important factors that could
cause actual results to differ materially from those in the
forward-looking statements herein include, without
limitation, reduced growth in research funding,
uncertainties surrounding government health care reform,
government regulations applicable to the Company's business,
the effectiveness of the Company's further implementation of
its global software system, SAP, the highly competitive
environment in which the Company operates, the impact of
fluctuations in interest rates and foreign currency exchange
rates. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by such
cautionary statements. The Company does not undertake any
obligation to release publicly any revisions to such forward-
looking statements to reflect events or uncertainties after
the date hereof or to reflect the occurrence of
unanticipated events.
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<TABLE>
<CAPTION>
SIGMA-ALDRICH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AT MARCH 31, 2000
(IN THOUSANDS)
Historical
Sigma-Aldrich Pro forma Pro forma
3/31/00 adjustments 3/31/00
----------- ----------- -----------
ASSETS
<S> <C> <C> <C>
Cash & cash equivalents $ 39,882 $ 425,000 (3) $ 202,469
(273,702)(4)
11,289 (8)
Accounts receivable, net 212,021 -- 212,021
Inventories 404,747 -- 404,747
Other current assets 61,073 -- 61,073
Net current assets of
discontinued segment 83,963 (83,963)(2) --
----------- ----------- -----------
Total current assets 801,686 78,624 880,310
----------- ----------- -----------
Land 34,098 -- 34,098
Building and improvements 325,649 -- 325,649
Machinery and equipment 438,337 -- 438,337
Construction in progress 46,435 -- 46,435
Less - accumulated depreciation (371,102) -- (371,102)
----------- ----------- -----------
Property, plant and equipment, net 473,417 -- 473,417
----------- ----------- -----------
Goodwill 101,179 -- 101,179
Goodwill amortization (13,208) -- (13,208)
----------- ----------- -----------
Net goodwill 87,971 -- 87,971
----------- ----------- -----------
Other assets 18,326 -- 18,326
Net noncurrent assets of
discontinued segment 65,840 (65,840) --
----------- ----------- -----------
Total assets $1,447,240 $ 12,784 $1,460,024
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 273,702 $ (273,702)(4) $ --
Current maturities of long-term debt 131 -- 131
Accounts payable 47,286 -- 47,286
Accrued payroll and payroll taxes 23,460 -- 23,460
Other accrued expenses 28,005 8,486 (7) 36,491
Accrued income taxes 13,572 104,250 (6) 117,822
----------- ----------- -----------
Total current liabilities 386,156 (160,966) 225,190
----------- ----------- -----------
Long-term debt 190 -- 190
Deferred postretirement benefits 43,860 -- 43,860
Deferred compensation 6,752 -- 6,752
Other liabilities 14,804 -- 14,804
----------- ----------- -----------
Total liabilities 451,762 (160,966) 290,796
----------- ----------- -----------
Stockholders' equity:
Common stock 100,985 -- 100,985
Capital in excess of par 37,530 -- 37,530
Retained earnings 1,282,660 173,750 (5) 1,456,410
Accumulated other comprehensive loss (49,302) -- (49,302)
Common stock in treasury, at cost,
12,732 shares (376,395) -- (376,395)
----------- ----------- -----------
Total stockholders' equity 995,478 173,750 1,169,228
----------- ----------- -----------
Total liabilites and stockholders' equity $1,447,240 $ 12,784 $1,460,024
=========== =========== ===========
The accompanying notes are an integral part of the unaudited pro forma condensed
consolidated balance sheet.
</TABLE>
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SIGMA-ALDRICH CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
(1) The unaudited pro forma balance sheet as of March 31,
2000 has been prepared as if the transaction had occurred as
of March 31, 2000. The following table sets forth the
calculated gain on the B-Line System metal business
("Divested Company"):
Sale price $425,000
Post closing adjustments 11,289
Transaction expenses (8,486)
Book Basis of Divested Company (149,803)
Taxes on sale (104,250)
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Net gain on Divested Company $173,750
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(2) To eliminate the assets and liabilities of Divested
Company included in Sigma-Aldrich's historical consolidated
balance sheet as of March 31, 2000.
(3) To record the sale price of $425,000.
(4) To record use of a portion of the net proceeds to
reduce short-term debt.
(5) To record the equity effect of pro forma adjustments.
(6) To record the tax effect on gain from sale of divested
company at 37.5% tax rate.
(7) To record transaction expenses.
(8) To record post closing adjustments.
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SIGNATURE
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.
SIGMA-ALDRICH CORPORATION
Date: May 15, 2000 By:/s/Karen J. Miller
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Karen J. Miller, Controller
