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
CORE INDUSTRIES INC
(Exact name of registrant as specified in its charter)
Nevada 1-5024 38-1052434
(State or other jurisdiction (Commission file IRS Employer
of incorporation) Number) Identification No.)
P. O. Box 2000, Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (810) 642-3400
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1995, Core Industries Inc (the "Registrant") acquired CMB
Industries ("CMB") in a merger transaction. CMB, a privately held producer of
specialty valves, has annual revenues of approximately $30 million. CMB stock
was acquired by the Registrant in the merger. The capital investment was a
combination of debt assumptions and notes payable issued totaling $13,550,000
and 857,283 shares of the Registrant's common stock, which stock had a closing
price of $13.50 per share on December 14, 1995.
Subsequent to the transaction there were 10,682,295 shares of the
Registrant's common stock issued and outstanding.
A copy of the press release dated December 15, 1995 issued by the
Registrant relating to the closing of the sale is attached as Exhibit 99 hereto
and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
As of the date of filing of this Current Report on Form 8-K it
is impractical for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after December 15, 1995.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K it
is impractical for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after December 15, 1995.
(c) Exhibits
99 Press release dated December 15, 1995.
27 Financial Data Schedule
<PAGE>
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.
CORE INDUSTRIES INC
By: /s/ RAYMOND H. STEBEN, JR.
Raymond H. Steben, Jr.
V.P.-Finance and CFO
Dated: December 22, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99 Press release of the Registrant issued
December 15, 1995.
27 Financial Data Schedule
Core Industries Inc
500 North Woodward
P. O. Box 2000
Bloomfield Hills, MI 48303-2000
Telephone: (810) 642-3400
FAX: (810) 642-6816
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Raymond H. Steben, Jr.
December 15, 1995 (810) 901-1575
CORE INDUSTRIES ACQUIRES CMB INDUSTRIES
Core Industries Inc (NYSE: CRI), an expanding industrial manufacturer of
specialized products, today announced the acquisition of CMB Industries Inc. CMB
is a privately held producer of specialty valves, which further broadens Core's
growing product line of specialty valves. CMB, located in Fresno, California,
has annual revenues of approximately $30 million. CMB stock was purchased with a
combination of debt and approximately 857,000 shares of Core common stock. Core
management expects the acquisition to be slightly accretive to fiscal 1996
earnings.
CMB manufactures proprietary Febco backflow prevention valves and Bailey Polyjet
sleeve valves. Backflow prevention valves are used in a wide variety of
commercial and industrial applications to ensure the quality of potable water.
Sleeve valves are used in high-pressure reducing applications. CMB will continue
to operate with its existing management while certain functions will be
integrated with Core's Fluid Control Group (CFCG), led by Robert Whritenour.
David R. Zimmer, Core's President and Chief Executive Officer, said "The
acquisition of CMB, and our recently announced intent to discontinue the
Cherokee switching power supply business, represent two significant steps in our
strategic plan to enhance Core's focus businesses of fluid control; test,
measurement and control; and farm equipment. The addition of CMB fortifies
CFCG's position as a leading supplier to the specialty flow control market. Over
the past two years, we have been aggressively expanding this aspect of our
business and are extremely pleased with its progress."
<PAGE>
"CMB's market position as the second-largest manufacturer of backflow prevention
valves in the world and the leading producer of sleeve valves makes it an
excellent addition to the Core Fluid Control Group," commented Lawrence J.
Murphy, Core's Executive Vice President responsible for acquisitions. "CFCG's
specialty flow control products and cast and fabricated strainers are sold
through similar distribution channels to similar industrial and commercial end
users. We were attracted to CMB because of its outstanding reputation, strong
and capable management, financial growth opportunities, and the benefits we
perceive in combining their marketing and product development efforts with those
of CFCG."
For fiscal 1995, which ended August 31, Core Industries reported income from
continuing operations of $10.7 million, or $1.09 per share, on sales of $187.9
million. The company expects to report fiscal 1996 first quarter financial
results by December 20, 1995.
Core Industries Inc manufactures specialty products for three segments: Fluid
Control and Construction Products; Test, Measurement and Control; and Specialty
Farm Equipment.
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<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> AUG-31-1995 AUG-31-1995
<PERIOD-START> JUN-01-1995 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<CASH> 1,135,000 1,135,000
<SECURITIES> 0 0
<RECEIVABLES> 45,234,000 45,234,000
<ALLOWANCES> (1,020,000) (1,020,000)
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<CURRENT-ASSETS> 108,318,000 108,318,000
<PP&E> 55,174,000 55,174,000
<DEPRECIATION> (32,332,000) (32,332,000)
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<CGS> 30,351,000 121,088,000
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<INTEREST-EXPENSE> 798,000 3,355,000
<INCOME-PRETAX> 4,815,000 16,893,000
<INCOME-TAX> 1,711,000 6,200,000
<INCOME-CONTINUING> 3,104,000 10,693,000
<DISCONTINUED> (6,792,000) (6,865,000)
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