As filed with the Securities and Exchange Commission on June 4, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------
CORE INDUSTRIES INC
(Exact name of registrant as specified in its charter)
Nevada 38-1052434
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 North Woodward
Bloomfield Hills, Michigan 48303-2000
(810) 642-3400
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
-----------
LAWRENCE J. MURPHY
P.O. Box 2000
Bloomfield Hills, Michigan 48303-2000
(810) 642-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
ALEX L. PARRISH, ESQ.
Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226
-----------
Approximate date of commencement of proposed sale to the public: After this
Registration Statement becomes effective depending on market conditions.
-----------
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
securities to be offering price aggregate offering Amount of
registered Amount to be registered per share* price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 857,283 $14.69 $12,593,487 $4,343
<FN>
*Estimated solely for the purpose of calculating the registration fee, based
on the average of the high and low sale prices for the Common Stock as reported
on the New York Stock Exchange on June 3, 1996, pursuant to Rule 457(c).
</FN>
</TABLE>
---------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant will
file a further amendment which specifically states that this Registration
Statement will thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement will become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CORE INDUSTRIES INC
Cross-Reference Sheet pursuant to
Item 501(b) of Regulation S-K
<TABLE>
<S> <C>
Item Number and Caption in Form S-3 Registration Statement Location in Prospectus
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus Inside Front Cover Page; Outside
Back Cover Page
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges Not Applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Outside Front Cover Page; Selling
Shareholders; Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain Documents
Reference by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Not Applicable
</TABLE>
<PAGE>
CORE INDUSTRIES INC
857,283 Shares
Common Stock
----------------------
This Prospectus relates to 857,283 shares (the "Shares") of Common
Stock, par value $1.00 per share (the "Common Stock"), of Core Industries Inc
(the "Company"). The Shares were acquired by shareholders of CMB Industries (the
"Selling Shareholders") in connection with the merger of CMB Industries with and
into the Company. The Shares issued to the Selling Shareholders were treasury
shares of the Company.
The Common Stock may be offered from time to time by the Selling
Shareholders. The Company will not receive any of the proceeds from the sale of
the Shares. The Company will pay the expenses related to this offering (other
than underwriting discounts and selling commissions, and fees and expenses of
counsel or other advisors to the Selling Shareholders). The Company's Common
Stock is listed on the New York Stock Exchange (the "NYSE") under the symbol
"CRI". The Shares may be sold directly through brokers, dealers or agents in
market transactions or in private transactions. The closing sale price of the
Common Stock on the NYSE as of June 3, 1996 was $14.69 a share.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Discounts Proceeds to Selling
Price to Public and Commissions Shareholders
(1) (2) Net (3) (4)
(1) The Shares offered hereby by the Selling Shareholders will be offered
at prevailing market prices at the time of sale, at prices related to
such prevailing market prices or at negotiated prices; therefore, the
Price to Public cannot be determined at this time. Sales may be made in
any one or more transactions on the NYSE, in the over-the-counter
market, on The Nasdaq Stock Market, and on any exchange in which the
Shares may then be listed, in negotiated transactions or in a
combination of such methods of sale.
(2) Any broker-dealers with whom the Selling Shareholders place their
shares may receive and allow compensation in the form of underwriting
discounts, concessions or commission from the Selling Shareholders,
others and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The
amount of any such commissions, which will be paid by the Selling
Shareholders, cannot be determined at this time.
(3) These securities are offered on behalf of the Selling Shareholders. See
"Selling Shareholders." The Company will not receive proceeds from the
offering of such securities.
(4) The expenses of this Offering, including legal, accounting, and
printing expenses, will be borne by the Company (other than
underwriting discounts and selling commissions, and fees and expenses
of counsel or other advisors to the Selling Shareholders), and are
estimated to be $20,343.
The date of this Prospectus is June 4, 1996.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offering
described herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Shareholders. All information contained in this Prospectus is as of the date of
this Prospectus. The delivery of this Prospectus at any time does not imply that
the information herein is correct as of any time subsequent to the date hereof
or that there has been no change in the affairs of the Company. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy any
security other than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation may not be lawfully made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission in
Washington, D.C., at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611; and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock of
the Company is listed on the NYSE, and reports, proxy and information statements
and other information concerning the Company filed with the NYSE can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus constitutes part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933
(the "Securities Act"). As permitted by the rules and regulations of the
Commission, this Prospectus omits certain of the information contained in the
Registration Statement. Reference is hereby made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the Shares offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the applicable document
filed with the Commission. The Registration Statement, including the exhibits
and schedules thereto, may be inspected without charge at the offices of the
Commission, or obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
2
<PAGE>
THE COMPANY
The Company is engaged principally in the manufacture of specialty
products for commercial and industrial use. The Company operates in three
business segments: (1) Fluid Controls and Construction Products, (2) Test,
Measurement and Control, and (3) Farm Equipment.
The Fluid Controls and Construction Products group covers a broad range
of products and businesses from valve and pipeline strainers for various fluid
control applications to molded plastic parts, metal stampings and hinges, and
mechanical contracting. This group serves the heating, ventilation and air
conditioning ("HVAC") market as well as the chemical and petrochemical
processing industry, the paper and food processing industry, the commercial
construction market, and general industry. The Company believes that its recent
merger with CMB Industries, a producer of specialty valves, further broadens the
Company's growing product line of specialty valves.
Through the Company's Test, Measurement and Control group, the Company
believes it is a leading producer of selected electrical test, measurement and
control products. Sales are primarily made through dealers and manufacturer's
representatives in the United States and abroad. This group serves the
electrical, construction, and maintenance market as well as the HVAC industry,
factory automation companies, general industry and computer and
telecommunications manufacturers. The Company believes that its recent
acquisition of Promax Industries, Inc., a manufacturer of refrigerant recycling
and recovery products, will strengthen the Company's presence in the HVAC
market.
The Farm Equipment segment has, in recent years, represented a
profitable and strong growth area for the Company. The Company believes it is a
leading producer of tillage equipment in the high plains region of the United
States and is a leading manufacturer of grain augers. Although farm equipment is
a traditionally seasonal business, the Company believes that certain of it sales
strategies will help to significantly reduce seasonal fluctuations. Sales are
made through dealers and distributors primarily in the high plains and
midwestern regions of the United States, as well as in Canada.
In October 1995, the Company announced plans to sell Cherokee
International, Inc. ("Cherokee"), its wholly-owned power supply manufacturer,
and classified Cherokee as a discontinued operation. The sale of Cherokee to a
group led by then senior management of Cherokee was completed March 29, 1996.
The Company completed the sale of assets consistent with prior estimates and the
transaction should not affect current year earnings.
Under the Company's method of operation and control, each division
operates as a separate and autonomous entity with its own manufacturing,
engineering, accounting, sales staff and distribution network. Personnel at the
Company's corporate office direct overall policies and perform services for all
divisions in the areas of financial and treasury control, manufacturing
consultation, information systems and marketing. The corporate office maintains
control over the divisions through direct contact, reviews of budgets and
reports, internal auditing and involvement in formal planning. In addition, the
corporate office develops and implements strategic options to increase
shareholder value and responds to division results and opportunities. The
Company's principal executive offices are located at 500 North Woodward Ave.,
Bloomfield Hills, Michigan 48303-2000 and its telephone number is (810)
642-3400.
3
<PAGE>
CAPITALIZATION
The following table sets forth information relating to the
capitalization of the Company as of March 1, 1996. This table should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto included in the Company's Annual Report on Form 10-K for its fiscal year
ended August 31, 1995 and Form 10-Q for its fiscal year ended March 1, 1996.
March 1, 1996
Long-Term Debt, less amount due within one year
Stockholders' Equity: $32,543,000
Preferred stock, par value $1:
Authorized - 100,000 shares
Issued - none
Common stock, par value $1:
Authorized - 20,000,000 shares
Issued - 11,261,499 shares $11,261,000
Additional paid-in capital 8,570,000
Retained earnings 78,539,000
Cumulative transaction adjustments 995,000
Treasury stock (552,877 shares) - at cost (2,626,000)
-----------
Total Stockholders' Equity 96,739,000
-----------
Total Capitalization $129,282,000
============
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders in this offering. The Company has agreed to
bear all expenses (other than underwriting discounts and selling commissions,
and fees and expenses of counsel or other advisers to the Selling Shareholders)
in connection with the registration and sale of the Shares being registered
hereby.
4
<PAGE>
SELLING SHAREHOLDERS
On December 15, 1995 the Company acquired CMB Industries, a California
corporation, in a merger transaction (the "Merger"), pursuant to the terms of an
Agreement and Plan of Merger (the "Agreement"). In connection with the Merger
the Selling Shareholders received 857,283 Shares. This Prospectus covers the
offer and sale of those 857,283 Shares by the Selling Shareholders named below.
The Company is registering the number of shares set forth opposite the names of
the Selling Shareholders in the table below for offer and sale pursuant to this
Prospectus.
<TABLE>
<CAPTION>
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ ------------ ------------
<S> <C> <C> <C> <C>
Kevin K. Coyne 122,469 122,469 0 0
Deirdre Coyne 122,469 122,469 0 0
Mary C. Costello 122,469 122,469 0 0
Michael F. Coyne, Jr. 122,469 122,469 0 0
Martin J. Coyne 122,469 122,469 0 0
Margaret J. Coyne 122,469 122,469 0 0
Revocable Trust
Thomas F. Coyne 93,463 93,463 0 0
James X. Coyne 14,567 14,567 0 0
Irrevocable Trust
Brigid M. Coyne 14,439 14,439 0 0
Irrevocable Trust
<FN>
(1) The information is as of June 4, 1996.
(2) Assumes all Shares registered herein are sold and are sold to third parties.
</FN>
</TABLE>
The information contained in the table is presented as of the date of
this Prospectus and is provided based on information expressly provided to the
Company by the Selling Shareholders. Except for being holders of the Shares as a
result of the Merger and except as otherwise set forth herein, none of the
Selling Shareholders has held any position or office or had any other material
relationship with the Company or any of its affiliates within the past three
years. The Shares offered pursuant to this Prospectus may be offered from time
to time by the Selling Shareholders. None of the Selling Shareholders is under
an obligation to sell immediately all or any portion of his or her shares under
this Prospectus.
5
<PAGE>
In connection with the Merger, the Selling Shareholders and the Company
entered into a Standstill Agreement dated as of November 24, 1995 (the
"Standstill Agreement"), pursuant to which the Selling Shareholders agreed, for
a period beginning on November 24, 1995 and ending on the earlier of (a)
December 15, 1998, (b) the date on which the Company reports, on its unaudited
annual consolidated statement of earnings, a net loss from continuing operations
before taxes on income and cumulative effects of accounting changes, or (c)
January 31, 1997, if by such date a person designated by the Selling
Shareholders has not been elected to the Board of Directors of the Company in
accordance with the terms the Standstill Agreement, as follows: (a) not to
acquire any capital stock (or other securities) of the Company, other than the
Shares, and (b) not to sell, assign or otherwise transfer any Common Stock (or
other securities of the Company), except (i) pursuant to a Company stock
offering (subsequent to this Prospectus) in which Common Stock (or other
securities of the Company) of the Selling Shareholders have been registered, or
(ii) in open market transactions in which, in the aggregate, not more than 1% of
the outstanding Common Stock (or other securities of the Company) is sold within
any three-month period by the Selling Shareholders individually or in the
aggregate, or (iii) pledges of not more than 3% of the outstanding Common Stock
(or other securities of the Company), in the aggregate, by the Selling
Shareholders individually or in the aggregate.
The Standstill Agreement also provides that certain of the Selling
Shareholders will have access to periodic internal financial information and
other information of Core, and that upon receipt of such information, such
Selling Shareholders will comply with (i) Core's policies on insider trading of
general application to Core's officers, directors and employees, as such
policies may be amended from time to time in writing and disclosed to such
Selling Shareholders, and (ii) applicable state and federal laws concerning
insider trading.
In connection with the Merger, the Selling Shareholders and the Company
have entered into a Confidentiality and Non-Compete Agreement effective as of
November 24, 1995 (the "Confidentiality Agreement"). Pursuant to the terms of
the Confidentiality Agreement, the Selling Shareholders have agreed to keep
confidential at all times certain information provided to them directly or
indirectly. The Selling Shareholders have also agreed that for a period of five
years beginning November 24, 1995 that they will not directly or indirectly
compete with, or have ownership in any entity competing with, the business of
the Company.
In connection with the Merger, the Company agreed to register under the
Securities Act the Shares acquired by the Selling Shareholders as a result of
the Merger. Pursuant to the Agreement, the Company has registered for resale the
857,283 Shares offered hereby.
PLAN OF DISTRIBUTION
The Selling Shareholders have informed the Company that the Shares may
be sold from time to time by the Selling Shareholders or by pledgees, donees,
transferees or other successors in interest. The Selling Shareholders have
informed the Company that such sales may be made in any one or more transactions
(which may involve block transactions) on the NYSE, in the over-the-counter
market, on The Nasdaq Stock Market, and on any exchange on which the Shares may
then be listed, in negotiated transactions or in a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
have informed the Company that they may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may sell the Shares
as agent or may purchase such shares as a principal and resell them for their
own account pursuant to this Prospectus. Such broker-dealers may receive and
allow compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders, others and/or purchasers of the
Shares for whom they may act as agent (which compensation may be in excess of
customary commissions).
6
<PAGE>
The Company has informed the Selling Shareholders that the
antimanipulative rules under the Exchange Act (including Rules 10b-6 and 10b-7)
may apply to their sale of the Shares in the market. Also, the Company has
informed the Selling Shareholders of the need for delivery of copies of the
Prospectus in connection with any sale of securities registered hereunder in
accordance with applicable prospectus delivery requirements.
In connection with such sales, the Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus.
In order to comply with certain state securities laws, if applicable,
the Shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby
specifically incorporated by reference into this prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 1, 1995 and March 1, 1996.
(c) The Company's Current Report on Form 8-K/A dated February 22,
1996.
(d) The Company's Current Report on Form 8-K dated April 8, 1996.
7
<PAGE>
(e) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since August 31, 1995.
(f) The description of the Company's Common Stock which is contained
in the Company's registration statement filed under the Exchange
Act, including any amendment or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Shares hereby will be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a previously filed document incorporated by reference
herein will be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein modifies or supersedes such statement,
and any statement contained in any previously filed document or contained herein
will be deemed modified or superseded to the extent that a statement contained
in a subsequently filed document which is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed to constitute a part hereof except as so modified or
superseded.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
information that has been incorporated by reference in this Prospectus, (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests for such copies should be directed
to: Lawrence J. Murphy, Executive Vice President, Core Industries Inc, P.O. Box
2000, Bloomfield Hills, Michigan 48303-2000; Telephone Number (810) 642-3400.
EXPERTS
The financial statements incorporated by reference in this Prospectus
from the Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1995 have been audited by Coopers & Lybrand L.L.P., independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The audited financial statements of CMB Industries as of December 31,
1994 and 1993 and for the years then ended, included in the Company's Current
Report on Form 8-K/A dated February 22, 1996, have been audited by Noel
Clevenger & Company, as set forth in their report appearing in such Form 8-K/A.
Such financial statements have been incorporated by reference herein in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
8
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information..........................................................2
The Company....................................................................3
Capitalization.................................................................4
Use of Proceeds................................................................4
Selling Shareholders...........................................................5
Plan of Distribution...........................................................6
Incorporation of Certain Documents By Reference............................... 7
Experts........................................................................8
CORE INDUSTRIES INC
857,283 Shares
Common Stock
Prospectus
June 4, 1996
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution
of the securities to be registered, other than underwriting discounts and
commissions, are as follows:
Amount
Registration Fee - Securities and Exchange Commission...........$ 4,343
Legal Fees and Expenses..........................................10,000
Accounting Fees and Expenses......................................5,000
Miscellaneous.....................................................1,000
Total........................$20,343
All of the foregoing expenses will be paid by the Company.
Item 15. Indemnification of Directors and Officers.
The Nevada General Corporation Law and the Company's Amended and
Restated Certificate of Incorporation and By-Laws limit the monetary liability
of directors to the Company and to its stockholders and provide for
indemnification of the Company's officers and directors for liabilities and
expenses that they may incur in such capacities. In general, officers and
directors are indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company, and, with respect to any criminal action or proceeding, that the
indemnitee had no reasonable cause to believe were unlawful. The Company also
has indemnification agreements with its directors and officers that provide for
the maximum indemnification allowed by law.
The Company maintains directors' and officers' liability insurance
covering certain liabilities that may be incurred by officers and directors in
the performance of their duties.
II-1
<PAGE>
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit 4.a - Restated Certificate of Incorporation
of the Company and amendments, incorporated
herein by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1992.
Exhibit 4.b - By-Laws, as amended, of the Company,
incorporated herein by reference to Exhibit
3(b) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31,
1992.
Exhibit 5 - Opinion of Honigman Miller Schwartz and Cohn.
Exhibit 23.a - Consent of Coopers & Lybrand L.L.P.
relating to the financial statements and
schedules of Core Industries Inc and
Subsidiaries.
Exhibit 23.b - Consent of Noel Clevenger & Company
relating to the financial statements of CMB
Industries.
Exhibit 23.c - Consent of Honigman Miller Schwartz and
Cohn, which is included in their opinion
filed as Exhibit 5.
Exhibit 24 - Powers of Attorney, which appear on page
II-4 of this Registration Statement.
Item 17. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated
II-2
<PAGE>
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomfield Hills, State of Michigan, on June 4, 1996.
CORE INDUSTRIES INC
By /s/LAWRENCE J. MURPHY
---------------------------------
Lawrence J. Murphy
Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence J. Murphy and Thomas G. Hooper,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ DAVID R. ZIMMER President and Director June 4, 1996
- --------------------------
David R. Zimmer (Principal Executive Officer)
/s/ RAYMOND H. STEBEN, JR. Vice President - Finance June 4, 1996
- --------------------------
Raymond H. Steben, Jr. (Principal Financial Officer)
/s/ THOMAS G. HOOPER Treasurer and Controller June 4, 1996
- --------------------------
Thomas G. Hooper (Principal Accounting Officer)
/s/ LAWRENCE J. MURPHY Executive Vice President, June 4, 1996
- --------------------------
Lawrence J. Murphy Secretary and Director
/s/ JAY A. ALIX Director June 4, 1996
- --------------------------
Jay A. Alix
/s/ RICHARD P. KUGHN Director June 4, 1996
- --------------------------
Richard P. Kughn
/s/ HAROLD M. MARKO Director June 4, 1996
- --------------------------
Harold M. Marko
/s/ ALAN E. SCHWARTZ Director June 4, 1996
- --------------------------
Alan E. Schwartz
/s/ ROBERT G. STONE, JR. Director June 4, 1996
- --------------------------
Robert G. Stone, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 4.a - Restated Certificate of Incorporation of the Company,
incorporated herein by reference to Exhibit (3)(a) to the
Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1995.
Exhibit 4.b - By-Laws of the Company, incorporated herein by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1995.
Exhibit 5 - Opinion of Honigman Miller Schwartz and Cohn.
Exhibit 23.a - Consent of Coopers & Lybrand L.L.P. relating to the
financial statements and schedules of Core Industries Inc and
subsidiaries.
Exhibit 23.b - Consent of Noel Clevenger & Company relating to the
financial statements of CMB Industries.
Exhibit 23.c Consent of Honigman Miller Schwartz and Cohn, which is
included in their opinion filed as Exhibit 5.
Exhibit 24 - Powers of Attorney, which appear on page II-4 of this
Registration Statement.
Exhibit 5
June 4, 1996
Core Industries Inc
P.O. Box 2000
Bloomfield Hills, MI 48303-2000
Ladies and Gentlemen:
We have represented Core Industries Inc, a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Registration Statement on Form
S-3 (the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of a maximum of 857,283 shares of
Common Stock, $1.00 par value per share (the "Common Stock").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the shares of Common Stock covered by the
Registration Statement, previously issued and outstanding and to be sold by the
Selling Shareholders listed in the Registration Statement, have been duly
authorized and legally issued, and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
D R A F T
Honigman Miller Schwartz and Cohn
Exhibit 23.a
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Core Industries Inc on Form S-3 of our report dated October 11,
1995, on our audits of the consolidated financial statements and financial
statement schedule of Core Industries Inc and subsidiaries as of August 31,
1995, 1994 and 1993 and for each of the three years in the period ended August
31, 1995, which report is included in the Annual Report on Form 10-K of Core
Industries Inc for the fiscal year ended August 31, 1995. We also consent to the
reference to our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.
Detroit, Michigan
June 4, 1996
Exhibit 23.b
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Core Industries Inc on Form S-3 of our report dated March 16, 1996,
on our audit of the financial statements of CMB Industries as of December 31,
1994 and 1993 and for the years then ended, which report is included in the
Current Report on Form 8-K/A of Core Industries Inc dated February 22, 1996. We
also consent to the reference to our Firm under the caption "Experts".
/s/ NOEL CLEVENGER & COMPANY
- ----------------------------
Noel Clevenger & Company
June 4, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> MAR-01-1996
<CASH> 911,000
<SECURITIES> 0
<RECEIVABLES> 57,227,000
<ALLOWANCES> (1,220,000)
<INVENTORY> 53,544,000
<CURRENT-ASSETS> 133,944,000
<PP&E> 58,232,000
<DEPRECIATION> 35,592,000
<TOTAL-ASSETS> 189,582,000
<CURRENT-LIABILITIES> 55,037,000
<BONDS> 32,537,000
0
0
<COMMON> 11,261,000
<OTHER-SE> 85,478,000
<TOTAL-LIABILITY-AND-EQUITY> 189,582,000
<SALES> 104,759,000
<TOTAL-REVENUES> 104,759,000
<CGS> 68,172,000
<TOTAL-COSTS> 94,908,000
<OTHER-EXPENSES> (461,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,010,000
<INCOME-PRETAX> 8,302,000
<INCOME-TAX> 3,030,000
<INCOME-CONTINUING> 5,272,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,272,000
<EPS-PRIMARY> .52
<EPS-DILUTED> .52
</TABLE>
