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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 14, 1997 (February 5,
1997)
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 51-0350629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Culligan Parkway 60062
Northbrook, Illinois (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (847) 205-6000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On February 5, 1997, the Registrant entered into an agreement to acquire
the water filtration business of Ametek, Inc. for a total purchase price of
approximately $155 million which includes assumed debt. The purchase price less
debt assumed (ranging from $25 to $75 million), which is subject to closing
adjustments, is payable in Culligan common stock, valued at a fixed price of
$37.50 per share.
A copy of the Press Release issued by the Registrant with respect to the
proposed acquisition is attached as Exhibit 99.1 hereto and is hereby
incorporated herein in its entirety by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated February 5, 1997 page 4
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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.
CULLIGAN WATER TECHNOLOGIES, INC.
Date February 14, 1997
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Edward A. Christensen
Vice President, General Counsel and
Secretary
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Exhibit 99.1
Contact: Ed Christensen/Katie Whalen
Culligan Water Technologies
(847) 205-5706
FOR IMMEDIATE RELEASE
CULLIGAN WATER TECHNOLOGIES TO ACQUIRE WATER FILTRATION
BUSINESS OF AMETEK, INC.
Northbrook, Illinois - February 5, 1997 - Culligan Water Technologies, Inc.
(NYSE: CUL) announced that it has entered into an agreement to acquire the water
filtration business of Ametek, Inc. for a total purchase price of approximately
$155 million which includes assumed debt. The purchase price less debt assumed,
which is subject to closing adjustments, is payable in Culligan common stock,
valued at a fixed price of $37.50 per share.
Ametek's water filtration business manufactures and markets point-of-use water
filtration and treatment products under the Ametek, Plymouth, American Plumber
and other brand names. It is a leading supplier of a wide range of water
filtration products to the DIY, plumbing wholesale, commercial/industrial and
water treatment markets. The 1996 unaudited revenues of the business were
approximately $68 million, a 22% increase over 1995. Culligan said that the
acquired product lines will be an excellent strategic fit with its own rapidly
growing consumer and point-of-use businesses, both in breadth of product and
customers. In addition, Ametek's water filtration business' current channels of
distribution offer the opportunity to sell added Culligan manufactured products
into these new channels. The acquired assets will include Ametek's 240,000
square foot manufacturing/office facility in Sheboygan, WI, as well as
operations in France and the U.K.
Douglas A. Pertz, Culligan's President and Chief Executive Officer, said, "We
are extremely pleased with the market growth opportunities which Ametek's water
filtration business provides Culligan. It is a logical, synergistic fit with
our current business base. Combining two of the strongest brands and product
lines in the business gives us an excellent opportunity to accelerate growth in
the retail marketplace and through new distribution channels. As a result of
this transaction, which we expect to be accretive to earnings, Culligan will
have expanded market reach, industry leading products and increased growth
potential utilizing two well known brand names. We expect the acquisition to
offer significant synergies and enhanced growth potential."
Under the terms of the agreement between Culligan and Ametek, Ametek will merge
with a subsidiary of Culligan following Ametek's spin-off of its non-water
filtration operations. As a result of the merger, Ametek stockholders will
receive shares of Culligan common stock in exchange for their Ametek stock, and
Culligan will own Ametek's water filtration business. The transaction is
subject to the satisfaction of certain conditions, including obtaining necessary
regulatory and other approvals consisting principally of expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the
obtaining of a favorable ruling from the Internal Revenue Service, and approval
of stockholders and noteholders of Ametek. It is presently expected that it
will take four to six months to obtain all of the necessary approvals.
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Culligan Water Technologies, Inc. is one of the world's leading
manufacturers and distributors of water purification and treatment products for
retail, household, bottled water, commercial and industrial applications.
Culligan has been a leader in the water purification and treatment business
since 1936, and its Culligan/(R)/, Everpure/(R)/, and Bruner/(R)/ brands are
among the most recognized in the industry.
