<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 2
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 29, 1997
LIBBEY INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-12084 34-1559357
(State of incorporation) (Commission File Number) (IRS Employer identification No.)
</TABLE>
300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 325-2100
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired
-----------------------------------------
Unaudited combined financial statements for WorldCrisa Corporation and
Crisa Corporation as of and for the six months ended June 30, 1997,
although not required by Item 7(a), related to the series of
transactions with Vitro S.A. ("Vitro") and certain of its subsidiaries
described in Item 2 of form 8-K of Libbey Inc. dated August 29, 1997
are attached hereto as exhibits and incorporated herein by this
reference.
(c) Exhibits
--------
Exhibit
No. Description
------- -----------
4 Unaudited Combined Financial Statements for WorldCrisa
Corporation and Crisa Corporation as of and for the six
months ended June 30, 1997, referenced in Item 7(a) above.
23.1 Consent of Independent Auditors, Deloitte & Touche Mexico,
giving permission for incorporation of Vitrocrisa,
S.A. de C.V. audited financial statements as part of the
Current Report on Form 8-K. (filed herewith)
23.2 Consent of Independent Auditors, Deloitte & Touche LLP,
giving permission for incorporation of WorldCrisa
Corporation and Crisa Corporation Combined Financial
Statements as part of the Current Report on Form 8-K.
(filed herewith)
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 thereunto duly authorized.
LIBBEY INC.
-----------
Registrant
Date: October 23, 1997 /s/ Kenneth G. Wilkes
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Kenneth G. Wilkes
Vice President, Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit
No Description
------- -----------
4 Unaudited June 30, 1997 Financial Statements referenced
in Item 7(a) for WorldCrisa Corporation and Crisa
23.1 Consent of Independent Auditors, Deloitte & Touche
Mexico, giving permission for incorporation of
Vitrocrisa, S.A. de C.V. audited financial statements
as part of the Current Report on Form 8-K. (filed
herewith)
23.2 Consent of Independent Auditors, Deloitte & Touche LLP,
giving permission for incorporation of WorldCrisa
Corporation and Crisa Corporation Combined Financial
Statements as part of the Current Report on Form 8-K.
(filed herewith).
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EXHIBIT 4
WORLDCRISA CORPORATION AND
CRISA CORPORATION
(WHOLLY OWNED SUBSIDIARIES OF AMERICAN ASSETS HOLDING COMPANY)
Combined Financial Statements
Six Months Ended June 30, 1997,
Supplemental Schedule
Six Months Ended June 30, 1997
<PAGE> 2
WORLDCRISA CORPORATION AND CRISA CORPORATION
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 1997,
AND FOR THE SIX MONTHS THEN ENDED:
Combined Balance Sheet
Combined Statement of Operations and Accumulated Deficit
Notes to Combined Financial Statements
SUPPLEMENTAL SCHEDULE FOR THE SIX MONTHS ENDED JUNE 30, 1997:
Combining Statement of Operations
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WORLDCRISA CORPORATION AND CRISA CORPORATION
UNAUDITED COMBINED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
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<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Accounts Receivable - net $ 11,496
Inventory 22,766
Prepaid Expenses and other assets 243
---------
Total current assets 34,505
PROPERTY AND EQUIPMENT - NET 378
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESS 8,239
OTHER ASSETS 375
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TOTAL ASSETS $ 43,497
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Notes payable to banks 16,958
Accounts payable 1,958
Bank overdrafts 437
Due to affiliated companies 4,104
Accrued liabilities 4,491
Current portion of capital lease obligations 62
---------
Total current liabilities 28,010
STOCKHOLDER'S EQUITY
Common stock (Class A), $.01 par value - 510 shares authorized,
issued and outstanding
Common stock (Class B), $.01 par value - 1,490 shares authorized,
490 shares issued and outstanding
Common stock, $1 par value - 3,000,000 shares authorized, 2,040,100 shares
issued and outstanding 2,040
Paid-in capital 26,142
Accumulated deficit (12,695)
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Total stockholder's equity 15,487
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 43,497
=========
</TABLE>
See notes to unaudited combined financial statements.
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WORLDCRISA CORPORATION AND CRISA CORPORATION
UNAUDITED COMBINED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS)
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<TABLE>
<CAPTION>
<S> <C>
NET SALES $ 37,426
COST OF GOODS SOLD 26,510
---------
Gross profit 10,916
OPERATING EXPENSES:
Selling and marketing 5,666
General and administrative 2,248
Shipping and warehouse 1,361
---------
Total operating expenses 9,275
---------
OPERATING PROFIT 1,641
OTHER EXPENSE:
Interest expense, net (899)
Other, net (173)
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Total other expense (1,072)
---------
INCOME BEFORE INCOME TAXES 569
INCOME TAX EXPENSE (138)
---------
NET EARNINGS 431
ACCUMULATED DEFICIT, JANUARY 1, 1997 (13,126)
---------
ACCUMULATED DEFICIT, JUNE 30, 1997 $ (12,695)
=========
</TABLE>
See notes to unaudited combined financial statements.
<PAGE> 5
NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
1. The Unaudited Combined Financial Statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments
necessary to present fairly such information as of and for the six
months ended June 30, 1997. Since the following unaudited financial
statements have been prepared in accordance with Article 10 of
Regulation S-X, they do not contain all information and footnotes
normally contained in annual consolidated financial statements
including a cash flow; accordingly, they should be read in conjunction
with the Combined Financial Statements and notes thereto appearing as
Exhibit 2 in Amendment 1 of the Current Report on Form 8-K dated August
29, 1997. The interim results of operations are not necessarily
indicative of results for the entire year.
2. The supplemental unaudited Combining Statement of Operations is
presented for purposes of additional analysis and is not a required
part of the basic unaudited combined financial statements. This
supplemental schedule is the responsibility of management.
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WORLDCRISA CORPORATION AND CRISA CORPORATION
UNAUDITED COMBINING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS)
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<TABLE>
<CAPTION>
CRISA(1)
------------------------------
WORLDCRISA RETAIL INDUSTRIAL COMBINED
<S> <C> <C> <C> <C>
NET SALES $ 19,195 $ 10,721 $ 7,510 $ 37,426
COST OF GOODS SOLD 12,660 7,668 6,182 26,510
------- ------ ------ ------
Gross profit 6,535 3,053 1,328 10,916
OPERATING EXPENSES:
Selling and marketing 2,932 1,512 1,222 5,666
General and administrative 1,684 333 231 2,248
Shipping and warehouse 602 448 311 1,361
------- ------ ------ ------
Total operating expenses 5,218 2,293 1,764 9,275
------- ------ ------ ------
OPERATING INCOME (LOSS) 1,317 760 (436) 1,641
OTHER EXPENSE:
Interest expense, net (537) (214) (148) (899)
Other, net (185) 7 5 (173)
------- ------ ------ ------
Total other expense (722) (207) (143) (1,072)
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INCOME (LOSS) BEFORE INCOME TAXES 595 553 (579) 569
INCOME TAX EXPENSE (95) (25) (18) (138)
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NET INCOME (LOSS) $ 500 $ 528 $ (597) $ 431
======= ====== ====== ======
<FN>
(1) Operating and other expenses related to Crisa Retail ("Retail") and Crisa
Industrial ("Industrial") were separately identified and included in the
respective operating and other expenses for both divisions. Any remaining
operating and other expenses were allocated based on net sales of the divisions.
</TABLE>
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We comment to the incorporation of our report dated March 20, 1997 (August 29,
1997 as to note 14) on the financial statements of Vitrocrisa, S.A. de C.V. as
of and for the year ended December 31, 1996, appearing in the Current Report on
Form 8-K of Libbey Inc. dated October 17, 1997, by reference in (a) the
Registration Statement of Libbey Inc. on Form S-8, File Number 33-64726, for
the registration of common stock, (b) the Registration Statement of Libbey Inc.
on Form S-8, File Number 33-80448, for the registration of common stock, (c)
the Registration Statement of Libbey Inc. on Form S-8, File Number 33-98234,
for the registration of common stock (d) the Registration Statement of Libbey
Inc. on Form S-8, File Number 333-19459, for the registration of common stock
and (e) the Registration Statement of Libbey Inc. on Form S-3, File Number
333-28735, for the registration of debt securities and common stock; and to the
reference to us under the heading "Experts" in the Prospectus Supplement to the
Prospectus included in The Registration Statement on Form S-3 of Libbey Inc.
File Number 333-28735, which is part of such Registration Statement.
/s/ Deloitte & Touche
Deloitte & Touche
Monterey, Mexico
October 22, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation of our reports dated August 22, 1997 on the
combined financial statements of WorldCrisa Corporation and Crisa Corporation
(which reports express an unqualified opinion and include an explanatory
paragraph regarding a change in the method of capitalizing costs included in
inventory) and the supplemental schedule, appearing in the Current Report on
Form 8-KA of Libbey Inc. dated October 17, 1997, by reference in (a) the
Registration Statement of Libbey Inc. on Form S-8, File Number 33-64726, for the
registration of common stock, (b) the Registration Statement of Libbey Inc. on
Form S-8, File Number 33-80448, for the registration of common stock, (c) the
Registration Statement of Libbey Inc. on Form S-8, File Number 33-98234, for the
registration of common stock (d) the Registration Statement of Libbey Inc. on
Form S-8, File Number 333-19459, for the registration of common stock and (e)
the Registration Statement of Libbey Inc. on Form S-3, File Number 333-28735,
for the registration of debt securities and common stock; and to the reference
to us under the heading "Experts" in the Prospectus Supplement to the Prospectus
included in the Registration Statement on Form S-3 of Libbey Inc. File Number
333-28735, which is part of such Registration Statement.
/s/ Deloitte & Touche
Deloitte & Touche
Dallas, Texas
October 22, 1997
