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
Date of Report (Date of earliest event reported): December 1, 1997
PITTWAY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-5616408
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
1-4821
(Commission File Number)
200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 831-1070
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On December 1, 1997, Registrant announced that its Penton Publishing
subsidiary has signed letters of intent to acquire three separate
business media companies. One of the acquisitions is contingent on
Registrant spinning off Penton to the Registrant's shareholders in a
tax-free distribution which, in turn, is subject to receipt of a
favorable ruling on the spinoff from the Internal Revenue Service.
The spinoff and acquisitions are more fully described in the press
release filed as Exhibit 99 hereto, the first three paragraphs and
last paragraph of which press release are hereby incorporated by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Sequentially
Exhibit No. Description Numbered Pages
99 Press release 4-5
dated
December 1, 1997
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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.
PITTWAY CORPORATION
(Registrant)
Dated: December 3, 1997 By: /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
- 3 -
Exhibit 99
FOR IMMEDIATE RELEASE
Contact:
Pittway Corporation, Chicago
Edward J. Schwartz, 312/831-1070
For background information on Pittway:
Edelman Worldwide, Chicago
Mark McCall, 312/240-2640
PITTWAY PLANS PENTON SPINOFF;
PENTON TO ACQUIRE THREE COMPANIES
Chicago, IL (December 1, 1997) -- Pittway Corporation (NYSE: PRYA)
announced today that its Penton Publishing subsidiary has signed letters
of intent to acquire three separate business media companies. One of the
acquisitions is contingent on Pittway spinning off Penton to the Pittway
shareholders in a tax-free distribution. Although Pittway did not identify
the three privately owned companies or provide other details of the
transactions, it anticipates that, in the aggregate, they will add 10 to 15
percent to Penton's sales.
All three acquisitions are subject to the execution of definitive
combination agreements, among other conditions. In addition, the
acquisition tied to the spinoff is subject to receipt of a favorable ruling on
the spinoff from the Internal Revenue Service. Pittway expects the
acquisition/spinoff to be completed in the second quarter of 1998. The
other two transactions are expected to close in the next thirty to sixty
days.
As required by Pittway's charter, the spinoff distribution of Penton will
be made proportionately to all Pittway stockholders without distinction
between Pittway's Common and Class A shares. The number of shares
of Penton stock to be distributed per share of Pittway stock has not been
determined at this time.
In making the announcement, King Harris, President and CEO of
Pittway, stated: "Penton is about to take another important step in its
distinguished 105-year history. Its resurgence over the last five years
will be aided further by these new media properties. The acquisitions
also will add seasoned professional management teams to Penton's own
first-rate management group. Tom Kemp, Penton's CEO, is fully
committed to expanding Penton's business and making it one of the
leading media companies in the United States. We expect Penton to
thrive as a free-standing, publicly traded company."
Penton is a publisher and printer of trade magazines, directories and
other business-to-business media products and a producer of trade shows,
conferences and direct mail marketing materials. In 1996 Penton had
revenues of $188 million, or 17 percent of Pittway's consolidated
revenues. For the first nine months of 1997, Penton's revenues were
$153 million, 10 percent ahead of year ago amounts. Substantially all of
Pittway's other revenues come from its alarm group, which manufactures
and distributes burglar and commercial fire alarm equipment and other
low voltage products.
This press release, other than historical financial information, contains
forward-looking statements that involve a number of risks and
uncertainties. Important factors that could cause actual results to differ
materially from those indicated by such forward looking statements
include: the risk that one or more of the pending acquisitions will not be
be completed, that the spinoff may not occur and that the anticipated
financial results for one or more of the companies to be acquired may not
be achieved, and other factors set forth in Item 1 of Pittway's annual
report on Form 10-K for the year ended December 31, 1996. These
include risks and uncertainties relating to government regulation,
competition and technological change, intellectual property rights,
capital spending, international operations, and risks associated with the
Company's acquisition strategies.
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