SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 31, 1996
(Date of Report, date of earliest event reported)
VALCOR, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-63044 74-2678674
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
(Address of principal executive offices) (Zip Code)
(972) 233-1700
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
Item 2: Acquisition or Disposition of Assets
In September 1996, Medite Corporation, a wholly-owned subsidiary of the
Company, announced that it had signed three separate letters of intent involving
the sale of substantially all of its assets. The first transaction, involving
- 2 -
the sale of Medite's timber and timberlands to Rogue Resources, LLC, an Oregon-
based partnership of forest product operators, closed in October 1996 for
approximately $118 million cash consideration, of which approximately $53
million of the cash proceeds were used to pay off and terminate Medite's U.S.
bank credit facilities. The second transaction, involving the sale of Medite's
Irish medium density fiberboard (`MDF'') subsidiary to Willamette Industries,
Inc., closed in November 1996 for $61.5 million cash consideration plus the
assumption of approximately $21 million of Irish bank debt. Medite continues to
negotiate a definitive agreement with Sierra Pine, a California limited
partnership, for the third transaction involving the sale of Medite's Oregon MDF
facility, and Medite currently expects to complete an agreement and close this
transaction in the first quarter of 1997. Medite had previously expected to
also sell to Sierra Pine its two Oregon timber conversion facilities, but
discussions with Sierra Pine regarding these facilities have been discontinued
and Medite has determined to permanently close these facilities. One of such
facilities was closed in December 1996, and Medite is evaluating other
opportunities to either sell or close the other facility in 1997.
Item 7: Financial Statements, Pro Forma Financial Information
and Exhibits
(b) Pro forma financial information
Pro forma condensed consolidated financial statements of the
Registrant, which present the pro forma effects of the transactions
- 3 -
described in Item 2 above, assuming such transactions had occurred
as of the dates set forth in the accompanying notes, are included
herein as Exhibit 99.1.
(c) Exhibit
Item No. Exhibit Index
99.1 Pro forma financial information of the Registrant.
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.
VALCOR, INC.
(Registrant)
- 4 -
By: /s/ Bobby D. O'Brien
Bobby D. O'Brien
Vice President
Date: December 31, 1996
Exhibit 99.1
VALCOR, INC. AND SUBSIDIARIES
INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page
----------
Pro Forma Condensed Consolidated Balance Sheet - September 30, 1996 F-2/F-3
Notes to Pro Forma Condensed Consolidated Balance Sheet F-4/F-5
Pro Forma Condensed Consolidated Statement of Income -
Year ended December 31, 1995 F-6
Notes to Pro Forma Condensed Consolidated Statement of Income F-7
These pro forma condensed consolidated financial statements should be read in
conjunction with the historical consolidated financial statements of Valcor,
Inc. The pro forma condensed consolidated financial statements are not
necessarily indicative of Valcor's consolidated financial position or results
of continuing operations as they may be in the future.
No pro forma condensed consolidated statement of income for the nine months
ended September 30, 1996 is presented herein. Such pro forma amounts would
be the same amounts as reflected in Valcor's unaudited consolidated statement
of income for the nine months ended September 30, 1996 included in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, as
previously filed with the Commission.
F-1
VALCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Pro forma adjustments
Valcor -------------------------
ASSETS Historical (I) (II) Pro forma
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $16.7 $157.9 ($53.0) $121.6
Accounts and notes receivable 36.1 (17.1) - 19.0
Inventories 33.9 (14.8) - 19.1
Prepaid expenses 2.7 (0.9) - 1.8
Deferred income taxes 4.3 (0.1) - 4.2
----------- ----------- ----------- ----------
93.7 125.0 (53.0) 165.7
----------- ----------- ----------- ----------
Other assets:
Timber and timberlands 53.7 (53.7) - -
Other assets 25.3 (1.6) - 23.7
----------- ----------- ----------- ----------
79.0 (55.3) - 23.7
----------- ----------- ----------- ----------
Property and equipment, net 137.6 (69.6) - 68.0
----------- ----------- ----------- ----------
$310.3 $0.1 ($53.0) $257.4
=========== =========== =========== ==========
</TABLE>
F-2
VALCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
September 30, 1996
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Pro forma adjustments
Valcor -------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY Historical (I) (II) Pro forma
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Current liabilities:
Notes payable & current long-term debt $12.4 ($3.5) ($8.0) $0.9
Accounts payable & accrued liabilities 48.1 (12.7) - 35.4
Income taxes 2.4 (1.0) - 1.4
----------- ----------- ----------- ----------
62.9 (17.2) (8.0) 37.7
----------- ----------- ----------- ----------
Noncurrent liabilities:
Long-term debt 180.6 (21.1) (45.0) 114.5
Deferred income taxes 19.8 (19.8) - -
Other 7.1 (0.6) - 6.5
----------- ----------- ----------- ----------
207.5 (41.5) (45.0) 121.0
----------- ----------- ----------- ----------
Stockholder's equity:
Common stock and paid-in capital 0.5 - - 0.5
Retained earnings 41.6 58.8 - 100.4
Pension liabilities equity adjustments (2.2) - - (2.2)
----------- ----------- ----------- ----------
39.9 58.8 - 98.7
----------- ----------- ----------- ----------
$310.3 $0.1 ($53.0) $257.4
=========== =========== =========== ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated balance sheet.
F-3
VALCOR, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
Note 1 - Basis of presentation:
The Pro Forma Condensed Consolidated Balance Sheet assumes the following
transactions, more fully described in Item 2 of this Current Report on Form
8-K dated December 31, 1996, occurred on September 30, 1996:
I - Medite sells substantially all of its assets.
II - Medite prepays a portion of its U.S. bank indebtedness.
Note 2 - Pro forma adjustments:
I - Reflect the sale of substantially all of Medite's assets as follows:
<TABLE>
<CAPTION>
Amount
------------
(In millions)
<S> <C>
Cash consideration, net of estimated fees and expenses $214.5
------------
Carrying value of assets sold and liabilities assumed:
Cash and equivalents 1.7
Accounts and notes receivable 17.1
Inventories 14.8
Other current assets 1.0
Timber and timberlands 53.7
Other assets 1.6
Net property, plant and equipment 69.6
Accounts payable & accrued liabilities (12.7)
Income taxes payable (1.0)
Long-term debt, including current portion (24.6)
Deferred income taxes and other noncurrent liabilities (4.4)
------------
116.8
------------
Pre-tax gain 97.7
------------
Income tax expense:
Current income taxes 54.9
Deferred income taxes (16.0)
------------
38.9
------------
Net-of-tax gain $58.8
============
</TABLE>
F-4
VALCOR, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
(Unaudited)
The cash consideration presented above includes Medite's current estimate of (i)
the net realizable value of the two Oregon timber conversion facilities which
Medite has determined to permanently close and sell and (ii) the cash proceeds
which will be realized from the sale of the Oregon MDF facility based upon the
current negotiations for the definitive agreement.
The effective income tax rate relating to the net pre-tax gain on disposal
differs from the 35% federal statutory rate due principally to the impact of
state income taxes.
II - Repayment of $53.0 million of Medite's U.S. bank indebtedness.
F-5
VALCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year ended December 31, 1995
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Valcor Pro forma
Historical adjustments Pro forma
----------- ----------- -----------
<S> <C> <C> <C>
Revenues and other income:
Net sales $395.6 ($200.0) $195.6
Other, net 2.6 (1.6) 1.0
----------- ----------- -----------
398.2 (201.6) 196.6
----------- ----------- -----------
Costs and expenses:
Cost of goods sold 318.3 (164.6) 153.7
Selling, general and administrative 27.8 (12.0) 15.8
Interest 19.8 (8.0) 11.8
----------- ----------- -----------
365.9 (184.6) 181.3
----------- ----------- -----------
Income before income taxes 32.3 (17.0) 15.3
Provision for income taxes 12.8 (6.4) 6.4
----------- ----------- -----------
Income from continuing operations $19.5 ($10.6) $8.9
=========== =========== ===========
</TABLE>
See accompanying notes to pro forma condensed consolidated statement of income.
F-6
VALCOR, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Note 1 - Basis of presentation:
The Pro Forma Condensed Consolidated Statement of Income assumes the
sale of substantially all of Medite's assets, more fully described in Item 2 of
this Current Report on Form 8-K dated December 31, 1996, occurred as of the
beginning of 1995.
Note 2 - Pro forma adjustments -
Eliminate Medite's historical results of operations included in Valcor's
consolidated statement of income. In future filings, Valcor will report
Medite's results of operations as discontinued operations.
F-7
