<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 31, 1997
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BLYTH INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-13026 36-2984916
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 FIELD POINT ROAD, GREENWICH, CONNECTICUT 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 661-1926
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
<PAGE>
The Current Report on Form 8-K of Blyth Industries, Inc., a Delaware
corporation (the "Company"), initially filed with the Securities and Exchange
Commission on January 2, 1998, is hereby amended by this Form 8-K/A as follows:
Item 2. Acquisition or Disposition of Assets
(a) Pursuant to a Purchase Agreement, dated as of September 30, 1997, as
thereafter amended (as so amended, the "Agreement"), Candle Corporation of
America, a New York corporation ("Candle Corporation"), a subsidiary of the
Company, acquired certain of the assets of the portable cooking and heating
fuel business (the "Business") of the Institutional Products Division of
Colgate-Palmolive Company, a Delaware corporation (the "Seller"). The
adjusted consideration paid for the assets acquired was approximately $65
million in cash (of which $15 million had been paid as a deposit in
September 1997). The consideration, as adjusted, was negotiated at arms'-
length by Candle Corporation and the Seller.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following financial statements and pro forma financial information are
filed in this report:
(a) Financial Statements of Business Acquired
(1) Report of Independent Accountants, dated March 10, 1998
(2) Audited Statement of Assets Sold as of December 31, 1997
(3) Audited Statement of Revenues and Direct Expenses for the year ended
December 31, 1997
(4) Notes to Statement of Assets Sold and Statement of Revenues and
Direct Expenses
(b) Unaudited Pro Forma Financial Information
(1) Consolidated Statement of Earnings for the Company for the fiscal year
ended January 31, 1997 (audited) and for the Business for the year
ended December 31, 1996 (unaudited), together with notes thereto
<PAGE>
(2) Consolidated Statement of Earnings for the Company for the nine-month
period ended October 31, 1997 and for the Business for the nine-month
period ended September 30, 1997 (unaudited), together with notes
thereto
(3) Consolidated Balance Sheet for the Company as of October 31, 1997 and
for the Business as of September 30, 1997 (unaudited), together
with notes thereto
-2-
<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.
BLYTH INDUSTRIES, INC.
Date: March 13, 1998 By: /s/ Bruce D. Kreiger
--------------------------------
Name: Bruce D. Kreiger
Title: Vice President &
General Counsel
-3-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Colgate-Palmolive Company:
We have audited the accompanying statement of assets sold of the Sterno Product
Line of the Institutional Products Division of Colgate-Palmolive Company (a
Delaware Corporation) as of December 31, 1997 and the related statement of
revenues and direct expenses (see Note 1), for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 1, the accompanying financial statements have been prepared
solely to present the assets of the Sterno Product Line acquired by Candle
Corporation of America, a subsidiary of Blyth Industries, Inc., on December 31,
1997 and the revenues and direct expenses of the Sterno Product Line for the
year ended December 31, 1997 in order to comply with the requirements of the
Securities and Exchange Commission (for inclusion in the Current Report on Form
8-K/A of Blyth Industries, Inc.) and are not intended to be a complete
presentation of the assets, liabilities and expenses of the Sterno Product Line.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets sold of the Sterno Product Line as of December
31, 1997 and its revenues and direct expenses (see Note 1) for the year then
ended in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
New York, New York
March 10, 1998
<PAGE>
STERNO PRODUCT LINE
INSTITUTIONAL PRODUCTS DIVISION
COLGATE-PALMOLIVE COMPANY
STATEMENT OF ASSETS SOLD (SEE NOTE 1)
DECEMBER 31, 1997
(000's omitted)
Inventories $3,548
Property, plant and equipment, net 12,908
-------
Total assets sold $16,456
-------
-------
The accompanying notes are an integral part of this statement.
<PAGE>
STERNO PRODUCT LINE
INSTITUTIONAL PRODUCTS DIVISION
COLGATE-PALMOLIVE COMPANY
STATEMENT OF REVENUES AND DIRECT EXPENSES (SEE NOTE 1)
DECEMBER 31, 1997
(000's omitted)
Net sales $46,936
Cost of sales 33,642
-------
Gross profit 13,294
Selling and shipping expenses 5,110
Administration expenses 82
-------
Operating profit $ 8,102
-------
-------
The accompanying notes are an integral part of this statement.
<PAGE>
STERNO PRODUCT LINE
INSTITUTIONAL PRODUCTS DIVISION
COLGATE-PALMOLIVE COMPANY
NOTES TO STATEMENT OF ASSETS SOLD AND STATEMENT OF REVENUES
AND DIRECT EXPENSES
DECEMBER 31, 1997
(000's omitted)
1. BASIS OF PRESENTATION
The Institutional Products Division ("IPD") of Colgate-Palmolive Company
("Colgate") sells and markets cleaning and fuel products to institutional and
retail customers. The fuels operations (the "Product Line") of IPD consists of
the Sterno and Handy Fuel brand names and the related manufacturing and
distribution facility, inventory and intellectual property. The Product Line's
manufacturing and distribution facility is located in Texarkana, Texas.
Additional contracted distribution facilities are located in California,
Georgia, Illinois, New Jersey, Ohio and Oregon.
The Product Line was not a legal entity and the assets and liabilities
associated with the Product Line were components of a larger business. As a
result, while separate financial information was maintained for Product Line
revenue and direct expenses, inventory and property and equipment, no other
separate asset, liability and expense accounts for the Product Line or the other
product line of IPD were maintained. In addition, no separate financial
statements for the Product Line were prepared. The accompanying financial
statements present the net book value of the assets of the Product Line acquired
by Candle Corporation of America ("CCA"), a subsidiary of Blyth Industries, Inc.
("Blyth") on December 31, 1997 and the revenue and direct expenses of the
Product Line for the year then ended. This information is not intended to be a
complete presentation of the assets and liabilities and expenses of the Product
Line. The accompanying financial statements were prepared to comply with the
requirements of the Securities and Exchange Commission (for inclusion in the
Current Report on Form 8-K/A of Blyth).
The accompanying financial statements have been prepared from the historical
accounting records of IPD and do not purport to reflect the assets and
liabilities or results of operations that would have resulted if the Product
Line had operated as an unaffiliated independent company. The financial
information presented is based on IPD's historical costs and does not give
consideration to the adjustments that may result from CCA's acquisition. Since
only certain assets were acquired and no liabilities were assumed by CCA, a
statement of cash flows is not applicable. In connection with the sale of the
Product Line to CCA, on December 31, 1997 Colgate and CCA entered into a
transition services agreement (the "Transition Services Agreement"). Under the
Transition Services Agreement, Colgate agreed to provide certain services to CCA
in order to facilitate the transfer of the Product Line to them. The Transition
Services Agreement covers various
<PAGE>
services, including those related to sales, marketing, supply chain, accounting
and accounts receivable.
Certain direct expenses incurred by Colgate and IPD on behalf of the Product
Line have been allocated to the Product Line (discussed in Note 3) on various
bases which, in the opinion of management, are reasonable. However, such
expenses are not necessarily indicative of, and it is not practicable for
management to estimate the level of expenses which might have been incurred had
the Product Line been operating as a separate company.
The accompanying statement of revenues and direct expenses does not include
allocations of certain Colgate and IPD overhead and general and administrative
expenses, interest expense and income taxes as it is impracticable to
arbitrarily allocate such expenses on a retroactive basis. The impact of such
overhead and general and administrative expenses would not be significant to the
statement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Sales are recorded at the time products are shipped to trade customers. Net
sales reflect units shipped at selling list prices less promotional allowances.
For the year ended December 31,1997, revenues from one customer represented 22%
of total revenues.
ACCOUNTING ESTIMATES
The preparation of the accompanying financial statements requires management to
make estimates and assumptions about the amounts that affect the reported
amounts of assets at the date of the financial statements and the reported
amounts of revenues and direct expenses during the reporting period. Actual
results may differ from those estimates.
FOREIGN EXCHANGE
The accompanying statement includes revenues and expenses relating to the
Product Line's Canadian operations. The revenue and expense amounts have been
translated at the monthly average exchange rate.
INVENTORY
Inventory is stated at the lower of cost (first-in, first-out) or market. The
cost of inventory includes raw material, labor and fixed overhead.
Inventory consists of the following as of December 31, 1997:
Raw materials $ 900
Work-in-process 97
Finished goods 2,551
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$ 3,548
======
<PAGE>
PROPERTY, PLANT AND EQUIPMENT
Land, buildings and machinery and equipment are stated at cost. Depreciation is
calculated using the straight line method of depreciation over the estimated
useful lives of the assets, generally 3 to 40 years.
Property, plant and equipment consist of the following as of December 31,
1997:
Land and land improvements $ 248
Building 1,853
Machinery and equipment 22,223
-------
24,324
Less accumulated depreciation (11,416)
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$12,908
=======
3. TRANSACTIONS WITH COLGATE-PALMOLIVE COMPANY
Certain Colgate and IPD direct expenses have been allocated to the Product Line,
such as employee benefits, promotional allowances, and non-variable selling
expenses, and are included in the accompanying statement of revenues and direct
expenses. These expenses amounted to $3,255 for the year ended December 31,
1997.
In the opinion of management, these allocations of direct expenses were made on
a reasonable basis. However, such expenses are not necessarily indicative of
the level of expenses which might have been incurred had the Product Line been
operating as a separate company.
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The pro-forma financial information set forth herein give effect to the
December 31, 1997 acquisition of the Sterno-Registered Trademark- portable
fuel business and reflects financial data and pro forma information provided
to the Company by the seller, Colgate-Palmolive Company. Historically,
Colgate-Palmolive has not allocated certain non-variable overhead expenses
(finance, legal, etc.) to the Sterno-Registered Trademark- results. The
presentation of financial information is based upon this prior policy, along
with factually supportable assumptions that the Company believes are
reasonable for its business, in order to complete the pro-forma financial
statements.
The following pro-forma combined statements of income for the year ended
January 31, 1997 and the nine-month period ended October 31, 1997,
respectively, were computed assuming the transaction was consummated at the
beginning of the respective periods. The following pro-forma balance sheet,
as of October 31, 1997, was prepared assuming the Sterno-Registered
Trademark- acquisition occured on such date. The Company's results include
the results of Endar Corp., acquired through a pooling of interests on May
20, 1997.
The pro forma financial information does not purport to represent what the
Company's results of operations or financial condition actually would have
been had the transaction been consummated as of such dates or such time
periods. Nor is the proforma financial information necessarily indicative of
the Company's results of operations or financial condition for any future
period. The Pro Forma Financial Statements and accompanying notes should be
read in conjunction with the historical financial statements of the
Sterno-Registered Trademark-business and of the Company and the notes related
thereto.
<PAGE>
<TABLE>
<CAPTION>
BLYTH INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF EARNINGS
FOR THE YEAR ENDING JANUARY 31, 1997
(In thousands, except per share data)
COMPANY STERNO(R) PRO FORMA CONSOLIDATED
ACTUAL(a) BUSINESS(b) ADJUSTMENTS PRO FORMA
------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 531,480 $ 48,812(c) $ - $ 580,292
Cost of goods sold 244,078 30,312 389 (g)
145 (h) 274,924
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Gross profit 287,402 18,500 (534) 305,368
Selling and shipping 164,019 7,530(c) - -
- 1,461(d) - 173,010
Administrative 48,490 132(e) 743 (i) 49,365
Amortization of goodwill 846 - 1,150 (j) 1,996
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213,355 9,123 1,893 224,371
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Operating profit 74,047 9,377 (2,427) 80,997
Other expense (income):
Interest expense 3,554 - 4,978 (k) 8,532
Interest income (872) (872)
Equity in earnings of investee (574) - - (574)
- --------------------------------------------------------------------------------------------------------------------------------
2,108 - 4,978 7,086
Earnings before taxes and minority interest 71,939 9,377 (7,405) 73,911
Income tax expense 28,988 3,938(f) (3,110)(f) 29,816
- --------------------------------------------------------------------------------------------------------------------------------
Earnings before minority interest 42,951 5,439 (4,295) 44,095
Minority interest 194 - - 194
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings $ 42,757 $ 5,439 $ (4,295) $ 43,901
================================================================================================================================
Net earnings per common and
common equivalent share $ 0.88 $ 0.91
================================================================================================================================
Weighted average number of shares outstanding 48,476 48,476
================================================================================================================================
</TABLE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS
a) Reflects the audited Statement of Earnings of Blyth Industries, Inc. as of
January 31, 1997.
b) Based on Unaudited Statement of Revenues and Direct Expenses for the
12 months ended December 31, 1996 as provided by Colgate-Palmolive Company.
<PAGE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS (CONTINUED)
c) Reflects the reclassification of customer rebate expenses in the amount of
$2,420,000 from the Colgate-Palmolive Statement of Revenues and Direct
Expenses to conform to the Company's Statement of Earnings definition.
d) Reflects non-variable selling expenses for the 12 months ended December
31,1996. Non-variable selling expenses, other than trade show expenses, are
allocated on the basis of the approximate percentages of time that the
sales employees of the Institutional Products Division ("IPD") of Colgate-
Palmolive Company devoted to work involving the product line. Trade show
expenses are allocated on the basis of the approximate percentage of trade
booth space that the division devoted to the display and promotion of the
line. These percentages are based on Colgate-Palmolive management
estimates.
(in thousands)
Salaries and benefits $ 813 1
Travel and entertainment 379
Trade shows 133
Miscellaneous 136 2
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$ 1,461
1. Includes salaries, bonuses and benefits of sales executives,
business development managers, regional sales managers, national
accounts managers and sales administration personnel.
2. Includes consulting fees, sales meeting expenses, office supplies
and equipment rentals.
e) Reflects research and development expenses identified to the Sterno(R)
business. Other non-variable General and Administrative expenses (General
Management, Marketing Management, Finance, MIS, etc.) are included in IPD,
and have not been historically allocated by Colgate-Palmolive Company.
f) Assumes the Blyth Industries, Inc. approximate statutory tax rate of 42% for
the 12 months ending January 31, 1997.
g) Represents the turn into cost of goods sold of the write-up of inventory
completed in purchase accounting for the 12 month period ending January 31,
1997.
h) Pro forma incremental depreciation expense of $145,000, related to the
step-up of fixed assets to appraised value, for the 12 month period ending
January 31, 1997.
i) The Company's factually supported pro forma estimate of $743,000 for
incremental general and administrative expenses (General Management,
Marketing Management, Finance, MIS) necessary for the management of the
business, on an ongoing basis.
j) Reflects intangible asset amortization expense resulting from the Sterno(R)
acquisition. Goodwill will be amortized on a straight line basis over a 40
year period.
k) Pro forma interest expense has been calculated based upon pro forma debt
levels and applicable interest rates during the 12 months ending January 31,
1997. The Colgate-Palmolive Company did not allocate any interest expense to
the Sterno(R) business.
Note: Pro forma general and administrative expenses do not include
approximately $600,000 of non-recurring transitional expenses of the
Company related to the acquisition.
<PAGE>
BLYTH INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDING OCTOBER 31, 1997
(In thousands, except per share data)
<TABLE>
<CAPTION>
COMPANY STERNO(R) PRO FORMA CONSOLIDATED
ACTUAL (a) BUSINESS (b) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Net sales $ 485,226 $ 35,949 (c) $ - $ 521,175
Cost of goods sold 215,424 22,640 118 (g) 238,182
- -----------------------------------------------------------------------------------------------------------------------
Gross profit 269,802 13,309 (118) 282,993
Selling and shipping 156,369 6,181 (c) - -
- 1,105 (d) - 163,655
Administrative 42,971 62 (e) 557 (h) 43,590
Amortization of Goodwill 636 - 863 (i) 1,499
- -----------------------------------------------------------------------------------------------------------------------
199,976 7,348 1,420 208,744
- -----------------------------------------------------------------------------------------------------------------------
Operating profit 69,826 5,961 (1,538) 74,249
Other expense (income):
Interest expense 3,577 - 3,421 (j) 6,998
Interest income (486) (486)
Equity in earnings of investee (367) - - (367)
Non-recurring transaction costs
of acquired company (Endar) 5,173 - - 5,173
- -----------------------------------------------------------------------------------------------------------------------
7,897 - 3,421 11,318
Earnings before taxes and minority interest 61,929 5,961 (4,959) 62,931
Income tax expense 24,316 2,504 (f) (2,083)(f) 24,737
- -----------------------------------------------------------------------------------------------------------------------
Earnings before minority interest 37,613 3,457 (2,876) 38,194
Minority interest 254 - - 254
========================================================================================================================
Net earnings $ 37,359 $ 3,457 $ (2,876) $ 37,940
========================================================================================================================
Net earnings per common and
common equivalent share $ 0.75 $ 0.77
========================================================================================================================
Weighted average number of shares outstanding 49,544 49,544
========================================================================================================================
</TABLE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS
a) Reflects the unaudited Statement of Earnings of Blyth Industries, Inc. as of
October 31, 1997.
b) Based on unaudited Statement of Revenues and Direct Expenses for the
9 months ended September 30, 1997 as provided by Colgate-Palmolive Company.
<PAGE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS (CONTINUED)
c) Reflects the reclassification of customer rebate expenses in the amount of
$2,184,000 from the Colgate-Palmolive Statement of Revenues and Direct
Expenses to conform to the Company's Statement of Earnings definition.
d) Reflects non-variable selling expenses for the 9 months ended September
30,1997. Non-variable selling expenses, other than trade show expenses, are
allocated on the basis of the approximate percentages of time that the sales
employees of the Institutional Products Division ("IPD") of Colgate-
Palmolive Company devoted to work involving the product line. Trade show
expenses are allocated on the basis of the approximate percentage of trade
booth space that the division devoted to the display and promotion of the
line. These percentages are based on Colgate-Palmolive management
estimates.
(in thousands)
Salaries and benefits $ 649 1
Travel and entertainment 268
Trade shows 116
Miscellaneous 72 2
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$ 1,105
1. Includes salaries, bonuses and benefits of sales executives,
business development managers, regional sales managers, national
accounts managers and sales administration personnel.
2. Includes consulting fees, sales meeting expenses, office supplies
and equipment rentals.
e) Reflects research and development expenses identified to the Sterno(R)
business. Other non-variable General and Administrative expenses (General
Management, Marketing Management, Finance, MIS, etc.) are included in IPD,
and have not been historically allocated by Colgate-Palmolive Company.
f) Assumes the Blyth Industries, Inc. approximate statutory tax rate of 42% for
the 9 months ending October 31, 1997.
g) Pro forma incremental depreciation expense of $118,000, related to the
step-up of fixed assets to appraised value, for the 9 month period ending
October 31, 1997.
h) The Company's factually supported pro forma estimate of $557,000 for
incremental general and administrative expenses (General Management,
Marketing Management, Finance, MIS) necessary for the management of the
business, on an ongoing basis.
i) Reflects intangible asset amortization expense resulting from the Sterno(R)
acquisition. Goodwill will be amortized on a straight line basis over a 40
year period.
j) Pro forma interest expense has been calculated based upon pro forma debt
levels and applicable interest rates during the 9 months ending October 31,
1997. The Colgate-Palmolive Company did not allocate any interest expense to
the Sterno(R) business.
<PAGE>
<TABLE>
<CAPTION>
BLYTH INDUSTRIES, INC.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF OCTOBER 31, 1997
(In thousands of dollars)
CONSOLIDATED
COMPANY STERNO(R) BUSINESS PRO FORMA PRO FORMA
ACTUAL (a) ASSETS ACQUIRED (d) ADJUSTMENTS BALANCE SHEET
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 16,244 - - $ 16,244
Accounts Receivable, net 73,179 73,179
Inventories 136,900 $ 4,143 141,043
Prepaid Expenses 389 389
Deferred Income Taxes 2,342 2,342
- ---------------------------------------------------------------------------------------------------------------------------------
Total current assets 229,054 4,143 - 233,197
Property, Plant and Equipment, net 154,947 12,300 $ 2,549 (e) 169,796
Investments 6,183 6,183
Excess of cost over fair value of assets acquired 10,798 46,008 (f) 56,806
Deposits 16,090 (b) (15,000)(g) 1,090
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 417,072 $ 16,443 $ 33,557 $ 467,072
=================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 1,931 $ 1,931
Accounts Payable 35,330 35,330
Accrued Expenses 31,288 31,288
Income Taxes 3,520 3,520
- ---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 72,069 - - 72,069
DEFERRED INCOME TAXES 6,550 6,550
LONG-TERM DEBT, less current maturities:
Bank Debt 80,500 (c) $ 50,000 (h) 130,500
Senior notes/Other long-term obligations 26,099 - 26,099
- ---------------------------------------------------------------------------------------------------------------------------------
Total long-term debt, net of current maturities 106,599 50,000 156,599
EXCESS OF FAIR VALUE OVER COSTS OF ASSETS ACQUIRED 743 743
MINORITY INTEREST 1,379 1,379
STOCKHOLDERS' EQUITY:
Common stock 981 981
Additional Contributed Capital 92,175 92,175
Retained Earnings 136,576 16,443 (16,443) 136,576
- ---------------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 229,732 16,443 (16,443) 229,732
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 417,072 $ 16,443 $ 33,557 $ 467,072
=================================================================================================================================
</TABLE>
<PAGE>
NOTES TO PRO FORMA BALANCE SHEET
a) Reflects the unaudited balance sheet of Blyth Industries, Inc. as of October
31, 1997.
b) Includes $15,000,000 advance deposit paid to the seller on September 30,
1997, pursuant to the purchase agreement.
c) Includes $15,000,000 borrowing under existing revolving credit facility to
fund advance deposit paid to Colgate-Palmolive by the Company on September
30, 1997 as required by the purchase agreement.
d) Represents the net book value of assets at fair market value acquired by the
Company. Liabilities associated with the business remain the specific
obligation of Colgate-Palmolive Company.
e) Reflects write-up of net fixed assets acquired by the Company per purchase
accounting, based on the asset appraisal.
f) Reflects the excess of cost over the fair market value of the net tangible
assets acquired relating to the Sterno(R) acquisition.
g) Reduction to deposit account based on final closing of acquisition, to
recognize the transfer of $15,000,000 advance deposit to the accounts of
assets acquired.
h) Reflects total of $50,000,000 borrowing at closing to fund acquisition under
existing revolving credit facility. The total purchase price amounted to
$65,000,000 including the $15,000,000 deposit referred to in footnote b)
above.
