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)
Commission file number 1-5024
Nevada 38-1052434
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
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 March 28, 1996, Core Industries Inc (the "Registrant") completed the
previously announced divestiture of its Cherokee unit. A group led by senior
management of Cherokee purchased the majority of net assets for cash of
$14,800,000 and a long-term note payable of $5,900,000.
On October 6, 1995, the Registrant had adopted a formal plan to divest
Cherokee effective August 31, 1995. Appropriate provisions were recorded in the
fourth quarter of fiscal 1995 for (a) the estimated losses for the discontinued
operation through its expected disposal date, (b) reduction of assets to their
net realizable values, and (c) the anticipated liabilities related to the
disposal. The total provision amounted to $6,500,000, net of income tax benefit
of $3,500,000. Based upon the terms of the sale of Cherokee, management believes
that the provision for losses on the sale is appropriate.
A copy of the press release dated March 29, 1996 issued by the Registrant
related to the sale of Cherokee is attached as Exhibit 99 hereto and is
incorporated by reference.
<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.
Date: April 8, 1996 CORE INDUSTRIES INC
By: /s/ RAYMOND H. STEBEN, JR.
------------------------------------
Raymond H. Steben, Jr.
V.P.-Finance and CFO
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
99 Press release of the Registrant issued March 29, 1996.
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.
March 29, 1996 (810) 901-1575
CORE INDUSTRIES COMPLETES SALE OF CHEROKEE
Core Industries Inc (NYSE: CRI) today announced that it had successfully
completed the previously announced divestiture of its Cherokee unit to a group
led by the senior management of the division. David R. Zimmer, President and
Chief Executive Officer of Core, said "The divestiture was accomplished
consistent with our previous estimates and the completion of the transaction
will not affect our current year's earnings. Zimmer further stated "Cherokee's
operations did not fit Core's strategic objectives and I believe that the new
Cherokee owners will be able to concentrate their resources on Cherokee's future
success."
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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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> DEC-01-1995
<CASH> 537,000
<SECURITIES> 0
<RECEIVABLES> 45,003,000
<ALLOWANCES> (1,062,000)
<INVENTORY> 41,913,000
<CURRENT-ASSETS> 109,162,000
<PP&E> 55,709,000
<DEPRECIATION> 33,371,000
<TOTAL-ASSETS> 146,784,000
<CURRENT-LIABILITIES> 26,677,000
<BONDS> 32,499,000
0
0
<COMMON> 11,237,000
<OTHER-SE> 71,599,000
<TOTAL-LIABILITY-AND-EQUITY> 146,784,000
<SALES> 46,437,000
<TOTAL-REVENUES> 46,437,000
<CGS> 29,999,000
<TOTAL-COSTS> 41,969,000
<OTHER-EXPENSES> (127,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 805,000
<INCOME-PRETAX> 3,790,000
<INCOME-TAX> 1,380,000
<INCOME-CONTINUING> 2,410,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,410,000
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
