SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 5, 1997 (July 29, 1997)
Date of Report (Date of earliest event reported)
DT INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
0-23400 44-0537828
(Commission File Number) (I.R.S. Employer Identification No.)
1949 East Sunshine, Suite 2-300, Springfield, MO 65804
(Address of principal executive offices)
(Zip Code)
(417) 890-0102
(registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On July 29, 1997, DT Industries, Inc. (the "Company") completed the acquisition
of the assets of Lucas Assembly and Test Systems ("LATS"), a designer and
manufacturer of integrated assembly and testing systems for automotive OEM's and
their tier-one suppliers. The acquisition of LATS, a division of Lucas Varity
plc of England -- for about $49 million, subject to final balance sheet
adjustments -- was funded through the Company's recently renegotiated $175
million multicurrency credit facility. The LATS business with its two
Detroit-area manufacturing facilities, in Saginaw and Livonia, Michigan, and one
each in Buckingham, England, and Koblenz, Germany will be operated under the
name Assembly Technology & Test by new subsidiaries of the Company. As part of
LucasVarity, the LATS division recorded sales of about $112 million during the
year ended January 31, 1997, with operating profit of about $4.4 million before
nonrecurring items. For the five months ended June 30, 1997, LATS' sales totaled
about $47 million, with operating profit of about $2.3 million. The 500-employee
division has net assets of about $39 million. Dollar conversions of these
figures, actually recorded in British pounds, assume an exchange rate of $1.63
per pound.
Statements contained in the attached press release that are not historical facts
are forward-looking statements that are subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995. References to
"opportunities," "growth potential" and "goals" in the attached press release
indicate such forward-looking statements. Actual results could differ materially
from those anticipated in any forward-looking statements as a result of various
factors, including economic downturns in industries served, delays or
cancellations of customer orders, delays in shipping dates of products,
significant cost overruns on certain projects, foreign currency exchange rate
fluctuations and delays in achieving anticipated cost savings or in fully
implementing project management.
Item 7. Financial statements, pro forma financial information and exhibits
(a) Press Release of the Company dated July 29, 1997.
<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.
DT INDUSTRIES, INC.
Date: August 5, 1997 by /s/ Bruce P. Erdel
--------------------------------------
Bruce P. Erdel
Vice President - Finance and Secretary
<PAGE>
EXHIBIT INDEX
Page no. in
Sequential
Exhibit No. Description Numbering System
- ----------- ----------- ----------------
99 Press Release of the Company
dated July 29, 1997.
NEWS DT Industries, Inc.
BULLETIN 1949 E. Sunshine
Suite 2-300
FROM: Springfield, MO 65804
FRB Nasdaq: DTII
The Financial Relations Board, Inc.
For further information:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Bruce Erdel Karl Plath Marnie Freitag
Vice President, Finance General Information Analyst Contact
417/890-0102 312/640-6738 312/640-6768
FOR IMMEDIATE RELEASE
DT INDUSTRIES, INC. COMPLETES ACQUISITION OF LUCAS ASSEMBLY AND
TEST; STRATEGIC ACQUISITION EXPANDS DT'S MARKETS, CUSTOMER BASE
Springfield, Mo., July 29, 1997--DT Industries (Nasdaq: DTII) announced today
that it has completed the acquisition of the assets of Lucas Assembly and Test
Systems, a designer and manufacturer of integrated assembly and testing systems
for automotive OEM's and their tier-one suppliers. The acquisition of the
division of LucasVarity plc of England -- for about $49 million, subject to
final balance sheet adjustments -- was funded through DT's recently renegotiated
$175 million multicurrency credit facility.
The Lucas Assembly business with its two Detroit-area manufacturing facilities,
in Saginaw and Livonia, Mich., and one each in Buckingham, England, and Koblenz,
Germany will be operated under the name Assembly Technology & Test by new
subsidiaries of DT Industries. As part of LucasVarity, the division recorded
sales of about $112 million during the year ended January 31, 1997, with
operating profit of about $4.4 million before nonrecurring items. For the five
months ended June 30, 1997, Lucas Assembly's sales totaled about $47 million,
with operating profit of about $2.3 million. The 500-employee division has net
assets of about $39 million. Dollar conversions of these figures, actually
recorded in British pounds, assume an exchange rate of $1.63 per pound.
Expands International Presence
"This is a very strategic fit that will complement operations in our DT
Automation Group," said Stephen J. Gore, president and chief executive officer.
"It brings a strong European presence in sales, service and manufacturing and
provides significant cross-selling opportunities, both for the Assembly
Technology & Test business and for our existing businesses."
The newly acquired division designs and manufactures integrated assembly and
testing systems for fuel, engine, transmission and chassis applications.
Approximately two-thirds of the division's sales are to North America and
one-third to Europe.
Entry In Drive-Train Market
"In addition to boosting our international presence, this also marks our entry
into the automotive drive-train market, which has solid growth potential," Gore
added. "As with all our acquisitions, Lucas has market-leadership positions, a
blue-chip customer base, solid engineering and technological expertise and a
strong management team.
"We look forward to working with the division's leadership to build on the
significant progress already made toward re-engineering the business, with a
focus on enhancing internal project management systems. A primary goal is
significant improvement in operating margins over the next several years.
"DT Industries, Inc. is a leading designer, manufacturer and integrator of
automated production systems used to manufacture or package industrial and
consumer products. The company also produces precision metal components, tools
and dies for a broad range of industrial applications.
-30-
