<PAGE> 1
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
Date of Report (Date of earliest event reported) July 31, 1997
----------------------
CORE INDUSTRIES INC
----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 1-5034 38-1052434
- -------------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Post Office Box 2000
Bloomfield Hills, Michigan 48304
----------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(810) 642-3400
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-----------------------------------------------------
(Former name or address, if changed from last report)
<PAGE> 2
Item 1.Changes in Control of Registrant.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of June 25, 1997, among Core Industries Inc (the "Company"), United
Dominion Industries Limited ("United Dominion") and UD Nevada Corp. ("UD
Nevada"), a wholly owned subsidiary of United Dominion, on July 2, 1997 UD
Nevada commenced a tender offer to purchase all outstanding shres of the
Company's common stock, $1.00 par value (the "Shares"), at a price per Sahre of
$25.00, net to the seller in cash. On July 31, 1997, UD Nevada accepted for
payment the 9,958,041 Shares tendered in such tender offer. As a result of
such transaction, Purchaser beneficially owns 9,958,041 Shares, representing
approximately 92.6% of the outstanding Shares.
On July 31, 1997, pursuant to the Merger Agreement Messrs. Harold M.
Marko, Alan E. Schwartz, Richard P. Kughn, Lloyd E. Reuss and Robert G. Stone,
Jr. resigned as directors of the Company and the remaining members of the
Company's Board of Directors, Messrs. David R. Zimmer and Lawrence J. Murphy,
elected William R. Holland, Robert E. Drury and Glenn A. Eisenberg as
directors. Each of Messrs. Holland, Drury and Eisenberg is an officer of
United Dominion.
Based on the Tender Offer Disclosure Statement of Schedule 14D-1, as
amended, filed by United Dominion and UD Nevada with respect to UD Nevada's
tender offer for the Shares, the sources of the consideration used by UD Nevada
to purchase Shares in the tender offer were its working capital and borrowing
pursuant to a $650,000,000 Second Amendment and Restatement of the Credit
Agreement and Guaranty (the "Credit Agreement"), dated as of July 28, 1997,
among United Dominion, United Dominion Industries, Inc. and United Dominion
Holdings, Inc., as Obligors, the financial institutions named therein, as
Banks, and Royal Bank of Canada, as Agent. The financial institutions named as
lenders in the Credit Agreement are: Royal Bank of Canada; ABN-AMRO Bank N.V.,
Atlanta Agency; Bank of Montreal; CIBC Inc.; Commerzbank AG, Atlanta Agency;
Bank of America National Trust and Savings Association; First Union National
Bank; NationsBank, N.A.; Toronto Dominion (New York), Inc.; Westdeutsche
Landesbanke Girozentral, New York Branch; and Wachovia Bank, N.A. The Credit
Agreement establishes a $650.0 million five- year revolving credit facility,
including a $75.0 million sub-limit for the issuance of standby letters of
credit. Interest on borrowings made under the Credit Agreement is payable, at
United Dominion's option, at (i) the higher of a U.S. reference lender's prime
interest rate or the federal funds rate plus 0.50% per annum, (ii) the
interbank offered rate for Eurodollar deposits of 1, 2, 3, 6, 9 or 12 months
plus a margin, or (iii) the interbank offered rate for Euro-Deutsche Mark
deposits of 1, 2, 3, 6, 9 or 12 months plus a margin. The margin ranges from
0.17% to 0.325% per annum based on United Dominion's capitalization ratio or
public debt rating. Borrowings under the Credit Agreement are not secured by
collateral.
-2-
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Financial statements are not required.
(b) Pro Forma Financial Information
Pro forma financial information is not required.
(c) Exhibits
Exhibit 2.1 -- Agreement and Plan of Merger, dated as of
June 25, 1997, among United Dominion, UD
Nevada and the Company (incorporated by
reference to Exhibit (c)(2) to Schedule
14D-1 filed with the Securities and
Exchange Commission on July 2, 1997 by
United Dominion and UD Nevada with respect
to the Company)
The Company agrees to furnish supplementally to the Commission upon
request any schedule or exhibit to Exhibit 2.1, which have been omitted.
-3-
<PAGE> 4
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: August 1, 1997
CORE INDUSTRIES INC
By: /s/ Lawrence J. Murphy
------------------------------
Lawrence J. Murphy
Executive Vice President
-4-
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Document
----------- --------
Exhibit 2.1 -- Agreement and Plan of Merger, dated as of
June 25, 1997, among United Dominion, UD
Nevada and the Company (incorporated by
reference to Exhibit (c)(2) to Schedule 14D-1
filed with the Securities and Exchange
Commission on July 2, 1997 by United Dominion
and UD Nevada with respect to the Company)
-5-
