CORE INDUSTRIES INC
8-K, 1997-05-16
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                       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:      (248) 642-3400
                                                         --------------

<PAGE>

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

     On  May  7,  1997,   Core  Industries  Inc  (the   "Registrant")   acquired
substantially  all of the assets of Air Gage Company,  a privately held producer
of gaging products and systems for cash of approximately  $18 million.  Air Gage
has annual sales in excess of $30 million.

     A copy of the press  release  dated May 8,  1997  issued by the  Registrant
related to the  acquisition  of Air Gage 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:   May 16, 1997                      CORE INDUSTRIES INC
      ----------------
                                          By: /s/ MARK J. MACGUIDWIN
                                              ----------------------
                                              Mark J. MacGuidwin
                                              V.P.-Finance and CFO

<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number         Description

     99                Press release of the Registrant issued May 8, 1997.

     27                Financial Data Schedule



Core Industries Inc
500 North Woodward
P. O. Box 2000
Bloomfield Hills, MI 48303-2000
Telephone:  (248) 642-3400
FAX:        (248) 642-6816

                                                                    NEWS RELEASE


FOR IMMEDIATE RELEASE                             Contact:  Mark J. MacGuidwin
May 8, 1997                                     Telephone:  (248) 901-1575
                                                   E-mail:  [email protected]


                     CORE INDUSTRIES ACQUIRES GAGE BUSINESS

Core   Industries  Inc  (NYSE:   CRI)  today  announced  that  it  has  acquired
substantially  all of the assets of Air Gage Company,  a privately held producer
of gaging  products and systems.  Air Gage,  located in Livonia,  Michigan,  has
annual sales in excess of $30 million. It complements Core Industries'  position
in the test,  measurement  and control  industry,  especially  Core's GSE,  Inc.
subsidiary.  The business was purchased for cash of  approximately  $18 million.
Core's  management  expects  the  acquisition  to be  immediately  accretive  to
earnings per share.

Air Gage  manufactures an extensive line of air,  electronic,  and  computerized
gaging and  inspection  systems that are used  primarily in the  manufacture  of
automotive  vehicles  and parts.  The  company  is the  world's  second  largest
manufacturer  of these types of gaging  systems  and is a preferred  supplier to
several  vehicle  manufacturers.  Air Gage will  continue  to  operate  with its
current  management  and  with  Dominic  Persichini,  the  founder  of Air  Gage
remaining as President of Air Gage.

Lawrence  J.  Murphy,   Core's   Executive   Vice  President   responsible   for
acquisitions, said "The acquisition of Air Gage represents a significant step in
our strategic plan to grow Core Industries,  especially in our Test, Measurement
and Control segment.  Air Gage will allow Core to leverage GSE's strong position
in  advanced  assembly  markets  with  Air  Gage's  strong  Tier  1  status.  It
strengthens  our ability to deliver  greater  integrated high tech solutions for
vehicle and component  assembly  applications.  Air Gage also brings significant
machining capacity and capabilities to Core Industries. We also are delighted to
have Dominic  Persichini and his fine  management  team join the Core Industries
family."

Mr.  Murphy  added,  "Air  Gage's  position  as a world  class  supplier of both
standard and  customized  gages and services  makes it an excellent  addition to
Core. We were attracted to Air Gage because of its outstanding  reputation,  its
devotion to world class quality standards,  its dynamic management team, and the
opportunities  to leverage its position  with that of our GSE business  which is
dramatically growing its advanced assembly solutions  capabilities beyond merely
tool supply."

Core Industries Inc  manufactures  specialty  products in three segments:  Fluid
Controls and  Construction  Products;  Test,  Measurement and Control;  and Farm
Equipment.

               Core's Internet address is http://www.core-ind.com


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<EPS-PRIMARY>                                          .62
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