SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 15, 1996
Power Control Technologies Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13780 02-0423416
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
35 East 62nd Street, New York, New York 10021
(Address of Principal Executive Offices) (Zip Code)
(212) 572-8600
(Registrant's telephone number, including area code)
This Amendment Number 1 on Form 8-K/A amends the
Current Report on Form 8-K dated April 30, 1996 (the "April 30 8-
K") of Power Control Technologies Inc. (the "Company") in order
to provide pro forma financial information which was previously
omitted.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
The following tables set forth pro forma financial
information of the Company for the year ended December 31, 1995
and for the three months ended March 31, 1996. The pro forma
condensed statement of operations data for the year ended Decem-
ber 31, 1995 gives pro forma effect to (i) the sale of substan-
tially all of the Company's assets related to its aerospace
business to Parker-Hannifin Corporation ("Parker Hannifin")
pursuant to a Master Asset Purchase Agreement, dated as of
January 15, 1996 and as amended as of March 15, 1996, by and
among the Company, Pneumo Abex Corporation and Parker-Hannifin
(the "Aerospace Sale"), and (ii) the following transactions (the
"Prior Transactions"): (a) the transfer, on June 15, 1995, to a
subsidiary of Mafco Consolidated Group Inc. ("Mafco Consolidat-
ed") of substantially all of the consolidated assets and liabili-
ties of the Company's predecessor, Abex, Inc. ("Abex"), other
than the Company's aerospace business which continued to be owned
by the Company; (b) the recapitalization, on June 15, 1995 (the
"Recapitalization"), of the capital stock of the Company into
shares of Common Stock and Series A Preferred Stock (the "Pre-
ferred Stock"); and (c) the distribution of such Common Stock to
Abex stockholders in connection with the merger (the "Merger") of
Abex and a wholly owned subsidiary of Mafco Holdings Inc. which
resulted in the Company becoming a public company, in each case
as if such transactions had been consummated on January 1, 1995.
The pro forma condensed statement of operations data from contin-
uing operations for the three months ended March 31, 1996 is
identical to the Company's historical consolidated statement of
income for the three months ended March 31, 1996 included in
Item 1 of Part I of the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1996 (the "March 31 10-Q"). The
pro forma condensed balance sheet gives effect to the Aerospace
Sale as if such transaction had been consummated on March 31,
1996. The pro forma financial information has been prepared on
the basis that the Company has received cash consideration of
$201.1 million, and does not give effect to any post-closing
purchase price adjustment.
The pro forma adjustments are described in the notes
hereto and are based upon available information and certain
assumptions that the Company believes are reasonable. The pro
forma financial information does not necessarily reflect the
results of operations or the financial position of the Company
that actually would have resulted had the Aerospace Sale been
consummated as of the date or for the period indicated. The pro
forma financial information should be read in conjunction with
the notes hereto, the Company's unaudited consolidated financial
statements and the notes thereto as of and for the quarter ended
March 31, 1996 included in the March 31 10-Q, and the Company's
audited financial statements and the notes thereto as of and for
the year ended December 31, 1995 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 (the
"1995 10-K").
<TABLE>
<CAPTION>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Pro Forma
Prior
Prior Pro Forma Aerospace Transactions
Transactions Prior Sale and Aerospace
Historical Adjustments Transactions Adjustments Sale
---------- ------------ ------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Net Sales . . . . . . . $201.9 $201.9 $(201.9)(f) -
Cost of Sales . . . . . 153.8 153.8 (153.8)(f) -
Gross profit . . . . . 48.1 48.1
Selling, general and
administrative
expenses . . . . . . 37.6 $(9.3)(a) 28.3 (28.3)(f) $1.5
1.5(g)
Amortization of
intangibles. . . . . 1.6 1.6 (1.6)(f) -
----- -----
Operating income . . . 8.9 18.2 (1.5)
Interest expense . . . 2.1 (0.4)(b) 1.7 (1.7)(f) -
Other (income) loss . . (6.9) 6.9(c) -- (3.0)(h) (3.0)
----- -----
Income from continuing
operations before
income taxes . . . . . 13.7 16.5 1.5
Provision for income
taxes . . . . . . . . 0.8 0.8 (0.8)(f) -
----- -----
Income from continuing
operations before
extraordinary items. 12.9 15.7 1.5
Preferred dividends. . (0.9) (0.7)(d) (1.6) - (1.6)
----- ----- -----
Income (loss) from
continuing operations
available to common
shareholders . . . . $12.0 $ 14.1 $(0.1)
===== ====== ======
Income from continuing
operations per share
available to common
shareholders. . . . $ 0.59 $ 0.68 $-
Weighted average number
of common shares
outstanding (in
millions) . . . . . 20.3 0.4 20.7(e) 20.7
See the Notes to Pro Forma Condensed Statement of Operations and
Condensed Balance Sheet.
</TABLE>
Power Control Technologies Inc. and Subsidiaries
Pro Forma Condensed Balance Sheet
March 31, 1996
(in millions)
Aerospace Pro Forma
Sale Aerospace
Historical Adjustments Sale
---------- ----------- ----------
ASSETS
Current assets:
Cash and cash equivalents -- $196.1 (i) $ 196.1
Prepaid expenses and other $ 0.8 (0.8) (j) --
----- -------
Total current assets 0.8 196.1
Other assets 10.1 2.0 (k) 12.1
Net assets held for sale 42.6 (42.6)(l) --
----- -------
$ 53.5 $ 208.2
===== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Aerospace Pro Forma
Sale Aerospace
Historical Adjustments Sale
---------- ----------- ----------
Current liabilities:
Accrued liabilities $ 4.2 $ 4.2
------- -------
Other long-term liabilities 2.5 2.0(k) 4.5
------- -------
Preferred stock 20.0 20.0
Stockholders' equity
Common stock 0.2 0.2
Capital in excess of par value 26.7 26.7
Accumulated deficit (0.1) 152.7 (m) 152.6
------- -------
Total stockholders' equity 26.8 179.5
------ -------
$ 53.5 $ 208.2
====== =========
NOTES TO PRO FORMA CONDENSED STATEMENT OF OPERATIONS AND CONDENSED BALANCE SHEET
(a) Represents general and administrative expenses associated with
Abex's prior corporate structure which did not relate to the
remaining business of the Company and did not continue after the
Merger. Such expenses included corporate officer salaries and
wages, professional fees related to the management of certain
liabilities transferred to Mafco Consolidated, building mainte-
nance and depreciation related to Abex's corporate office and
certain other closed facilities and certain other expenses.
(b) Represents the elimination of interest expense related to debt
which was fully redeemed with the proceeds from the sale of the
Company's Friction Products division and the sale of the Company's
Jetway Systems division.
(c) Represents the elimination of income recognized on assets trans-
ferred to Mafco Consolidated.
(d) Represents preferred dividends associated with the Preferred
Stock.
(e) The pro forma common shares outstanding represent the shares of
Common Stock outstanding after the Recapitalization.
(f) Represents the classification of operations sold as discontinued
operations.
(g) Represents general and administrative expenses which will continue
after the Aerospace Sale.
(h) Represents periodic pension income related to the pension plan
retained by the Company.
(i) Represents the proceeds from the Aerospace Sale of $201.1 million
less the estimated transaction costs of $5.0 million.
(j) Represents the expensing of certain prepaid insurance and deferred
financing costs retained by the Company.
(k) Represents the reclassification of $2.0 million from other assets
to other long-term liabilities related to an unfunded pension
liability.
(l) Represents the net operating assets and liabilities transferred to
Parker-Hannifin in connection with the Aerospace Sale.
(m) Represents the estimated net gain to be recognized on the Aero-
space Sale.
(c) Exhibits.
2.1 Master Asset Purchase Agreement, dated as of January 15,
1996, as amended, by and among the Company, Pneumo Abex
Corporation ("Pneumo Abex") and Parker-Hannifin
(incorporated by reference to Exhibit 2.1 to the 1995
10-K).
2.2 Closing Agreement, dated as of April 15, 1996, by and among
the Company, Pneumo Abex and Parker-Hannifin (incorporated
by reference to Exhibit 2.2 to the April 30 8-K).
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
April 30 8-K).
SIGNATURE
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.
POWER CONTROL TECHNOLOGIES INC.
Date: May 22, 1996 By: /s/ Laurence Winoker
Name: Laurence Winoker
Title: Vice President-Controller
EXHIBIT INDEX
Exhibit No. Description Page
2.1 Master Asset Purchase Agreement, --
dated as of January 15, 1996, as
amended, by and among the Company,
Pneumo Abex and Parker-Hannifin
(incorporated by reference to Exhibit
2.1 to the 1995 10-K).
2.2 Closing Agreement, dated as of April --
15, 1996, by and among the Company,
Pneumo Abex and Parker-Hannifin
(incorporated by reference to Exhibit
2.2 to the April 30 8-K).
3.1 Restated Certificate of Incorporation --
of the Company (incorporated by
reference to Exhibit 3.1 to the
April 30 8-K).
