SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) September 29, 1995
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ARVIN INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
Indiana 1-302 35-0550190
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(State of other (Commission file number) (IRS employer
jurisdiction of identification no.)
incorporation)
One Noblitt Plaza, Box 3000, Columbus, Indiana--------47202-3000
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (812)379-3000
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This Form 8-K/A amends the Form 8-K dated September 29, 1995 and
filed October 4, 1995. This amendment supplements the
information previously provided under Item 5 and the exhibits
filed therewith. Included in this amendment are Item 2, pro
forma financial information (Item 7(b)), and additional exhibits
(Item 7(c)).
Item 2. Acquisition or Disposition of Assets
On September 29, 1995, Arvin Industries, Inc. (the "Company")
sold its seventy percent ownership interest in Space Industries
International, Inc. ("SIII") to an entity formed by certain
members of SIII's management. Upon completion of the sale, the
entity which acquired SIII changed its name to Calspan SRL
Corporation. Arvin received approximately $30.6 million in cash
and will guarantee $22.9 million of the debt of Calspan SRL
Corporation. The price and related terms of this transaction were
determined by negotiations between the Company and the other
persons who or which were parties to the various constituent
agreements pertaining to this transaction. Pro forma financial
information is provided under Item 7 (b) and is incorporated by
reference herein.
Joseph P. Allen, IV is a Director of the Company and was
President, Chief Executive Officer and a Director of SIII prior
to its disposition by the Company. Mr. Allen
also held options to acquire common stock of SIII.
The entity which acquired SIII was organized by Mr. Allen and
another officer of SIII. Mr. Allen, together with certain other
officers of SIII and certain other investors, indirectly owned
all of the equity of Calspan SRL Corporation at the time that the
acquisition was completed.
For additional information, see the (i) Agreement and Plan of
Merger, (ii) Stockholder Agreement, (iii) Guaranty Agreement,
(iv) Intercreditor Agreement and (v) the Company's press release
dated October 4, 1995, which are attached hereto as Exhibits (2)
and 99, respectively, and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
Selected unaudited pro forma consolidated financial
information of Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations for the six
months ended July 2, 1995
Pro Forma Consolidated Statement of Operations for the six
months ended July 3, 1994
Pro Forma Consolidated Statement of Operations for the year
ended January 1, 1995
Pro Forma Consolidated Statement of Operations for the year
ended January 2, 1994
Pro Forma Consolidated Statement of Operations for the year
ended January 3, 1993
Pro Forma Consolidated Statement of Financial Condition at
July 2, 1995
Footnotes to Pro Forma Financial Statements
Selected Unaudited Pro Forma Consolidated Financial Information
The selected unaudited pro forma consolidated financial
information of the Company, included in Item 7(b) of this Form 8-
K/A, is based on and should be read in conjunction with the
audited financial statements and notes thereto appearing in the
Company's annual report on Form 10-K for the year ended January
1, 1995 and the unaudited financial statements and notes thereto
appearing in the Company's Form 10-Q for the 6 month period ended
July 2, 1995. The unaudited pro forma statements of operations
for the 6 month periods ended July 2, 1995 and July 3, 1994 and
for each of the three years ended January 1, 1995, give effect to
the sale of Space Industries International, Inc. (SIII) as if
such sale had occurred on December 30, 1991. The unaudited pro
forma statement of financial condition as of July 2, 1995 gives
effect to the sale of SIII as if such sale had occurred on July
2, 1995.
The unaudited pro forma adjustments are based upon available
information and certain assumptions that management believes are
reasonable in the circumstances. The unaudited pro forma
information does not purport to represent what the Company's
financial position or results of operations would actually have
been if the sale of SIII had occurred on December 30, 1991 or
July 2, 1995, nor to project the Company's financial position or
results of operations for any future date or period.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
For the Six Months Ended July 2, 1995
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Restated Sale of Pro Forma
Historical (9)(10) SIII (1) as adjusted (1)
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Net Sales $ 1,069.6 $ 65.7 $ 1,003.9
Costs and Expenses:
Cost of goods sold 928.8 55.0 873.8
Selling, operating general and administrative 88.9 10.1 78.8
Corporate general and administrative (5) 6.0 .0 6.0
Interest expense (4) 22.9 .8 22.1
Interest income (.8) (.3) (.5)
Other expense, net .2 .0 .2
Restructuring charges (7) 3.6 .0 3.6
Special charges & credits, net 3.0 (3.9) 6.9
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1,052.6 61.7 990.9
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Earnings from Continuing
Operations Before Income Taxes 17.0 4.0 13.0
Income taxes (3) (6.7) (1.9) (4.8)
Minority interest in net income of
consolidated subsidiaries (2.4) (1.0) (1.4)
Equity earnings of affiliates 2.0 .9 1.1
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Earnings from Continuing Operations $ 9.9 $ 2.0 $ 7.9
============== ============== ==============
Earnings from Continuing Operations Per Common Share (6)
Primary $ 0.45 $ 0.10 $ 0.35
Fully Diluted $ 0.45 $ 0.10 $ 0.35
Average Common Shares Outstanding (000's) (6)
Primary 22,368 22,368
Fully Diluted 25,318 25,318
See footnotes to pro forma consolidated financial statements.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
For the Six Months Ended July 3, 1994
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Sale of Pro Forma
Historical (10) SIII (1) as adjusted (1)
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Net Sales $ 1,018.7 $ 103.6 $ 915.1
Costs and Expenses:
Cost of goods sold 862.4 87.2 775.2
Selling, operating general and administrative 91.7 16.1 75.6
Corporate general and administrative (5) 6.0 .0 6.0
Interest expense (4) 21.0 .7 20.3
Interest income (.9) .0 (.9)
Other expense, net 5.5 .6 4.9
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985.7 104.6 881.1
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Earnings from Continuing
Operations Before Income Taxes 33.0 (1.0) 34.0
Income taxes (3) (13.6) .1 (13.7)
Minority interest in net (income) loss of
consolidated subsidiaries (.8) .1 (.9)
Equity earnings of affiliates .5 .0 .5
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Earnings from Continuing Operations $ 19.1 $ (.8) $ 19.9
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Earnings from Continuing Operations Per Common Share (6)
Primary $ .85 $ (.04) $ .89
Fully Diluted $ .83 $ (.04) $ .87
Average Common Shares Outstanding (000's) (6)
Primary 22,434 22,434
Fully Diluted 25,855 25,855
See footnotes to pro forma consolidated financial statements.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
For the Year Ended January 1, 1995
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Sale of Pro Forma
Historical (10) SIII (1) as adjusted (1)
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Net Sales $ 2,039.3 $ 189.8 $ 1,849.5
Costs and Expenses:
Cost of goods sold 1,732.0 158.3 1,573.7
Selling, operating general and administrative 181.0 31.1 149.9
Corporate general and administrative (5) 12.6 .0 12.6
Interest expense (4) 44.1 1.3 42.8
Interest income (2.7) .0 (2.7)
Other expense, net 7.4 1.1 6.3
Restructuring charges (7) 72.9 52.6 20.3
Special charges 8.2 .4 7.8
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2,055.5 244.8 1,810.7
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Earnings from Continuing
Operations Before Income Taxes (16.2) (55.0) 38.8
Income taxes (3) (18.2) (2.0) (16.2)
Minority interest in net (income) loss of
consolidated subsidiaries 13.3 15.0 (1.7)
Equity earnings (loss) of affiliates 3.7 .0 3.7
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Earnings from Continuing Operations $ (17.4) $ (42.0) $ 24.6
============== ============== ==============
Earnings from Continuing Operations Per Common Share (6)
Primary $ (0.78) $ (1.88) $ 1.10
Fully Diluted $ (0.78) $ (1.88) $ 1.10
Average Common Shares Outstanding (000's) (6)
Primary 22,386 22,386
Fully Diluted 25,778 25,778
See footnotes to pro forma consolidated financial statements.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
For the Year Ended January 2, 1994
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Sale of Pro Forma
Historical (10) SIII (1)(8) as adjusted (1)(8)
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Net Sales $ 1,852.2 $ 211.4 $ 1,640.8
Costs and Expenses:
Cost of goods sold 1,560.3 175.7 1,384.6
Selling, operating general and administrative 178.6 33.0 145.6
Corporate general and administrative (5) 16.0 .0 16.0
Interest expense (4) 37.2 2.2 35.0
Interest income (2.1) .0 (2.1)
Other expense, net 5.7 .9 4.8
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1,795.7 211.8 1,583.9
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Earnings from Continuing
Operations Before Income Taxes 56.5 (.4) 56.9
Income taxes (3) (23.2) (.1) (23.1)
Minority interest in net (income) loss of
consolidated subsidiaries .7 (.2) .9
Equity earnings of affiliates 3.8 .0 3.8
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Earnings from Continuing Operations $ 37.8 $ (.7) $ 38.5
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Earnings from Continuing Operations Per Common Share (6)
Primary $ 1.70 $ 1.73
Fully Diluted $ 1.64 $ 1.67
Average Common Shares Outstanding (000's) (6)
Primary 22,311 22,311
Fully Diluted 25,793 25,793
See footnotes to pro forma consolidated financial statements.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
For the Year Ended January 3, 1993
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Sale of Pro Forma
Historical (10) SIII (1)(8) as adjusted (1)(8)
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Net Sales $ 1,798.0 $ 210.8 $ 1,587.2
Costs and Expenses:
Cost of goods sold 1,475.1 169.8 1,305.3
Selling, operating general and administrative 202.6 31.1 171.5
Corporate general and administrative (5) 14.2 .0 14.2
Interest expense (4) 38.8 2.3 36.5
Interest income (2.4) .0 (2.4)
Other expense, net 12.6 .0 12.6
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1,740.9 203.2 1,537.7
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Earnings from Continuing
Operations Before Income Taxes 57.1 7.6 49.5
Income taxes (3) (25.0) (3.4) (21.6)
Minority interest in net loss of
consolidated subsidiaries .5 .0 .5
Equity earnings of affiliates 7.3 .0 7.3
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Earnings from Continuing Operations $ 39.9 $ 4.2 $ 35.7
============== ============== ==============
Earnings from Continuing Operations Per Common Share (6)
Primary $ 1.70 $ 1.82
Fully Diluted $ 1.70 $ 1.82
Average Common Shares Outstanding (000's) (6)
Primary 20,054 20,054
Fully Diluted 23,658 23,658
See footnotes to pro forma consolidated financial statements.
Arvin Industries, Inc.
Pro Forma Consolidated Statement of Financial Condition (Unaudited)
(Dollars in millions, except per share amounts)
At July 2, 1995
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Restated Sale of Pro Forma
Historical (9) SIII (1) as adjusted (1)
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Assets
Current Assets:
Cash and cash equivalents $ 33.8 $ 13.1 $ 20.7
Receivables 332.0 37.1 294.9
Allowance for doubtful accounts (3.5) (.5) (3.0)
Inventories 109.2 2.8 106.4
Other current assets 93.3 (1.0) 94.3
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Total current assets 564.8 51.5 513.3
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Non-Current Assets:
Property, plant and equipment:
Land, buildings, machinery & equipment 930.4 33.1 897.3
Less: Allowance for depreciation 490.7 20.5 470.2
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439.7 12.6 427.1
Goodwill 177.2 .0 177.2
Accumulated Amortization of Goodwill (28.9) .0 (28.9)
Assets of business transferred under
contractual arrangement .0 (71.8) 71.8
Investment in affiliates 92.8 .0 92.8
Other assets 57.7 7.7 50.0
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Total non-current assets 738.5 (51.5) 790.0
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$ 1,303.3 $ .0 $ 1,303.3
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Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt (2) $ 94.4 $ 30.6 $ 63.8
Accounts payable 216.7 3.1 213.6
Accrued expenses 118.7 15.8 102.9
Income taxes payable 4.0 .7 3.3
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Total current liabilities 433.8 50.2 383.6
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Long-term employee benefits 62.1 9.7 52.4
Other long term liabilities 15.7 (1.9) 17.6
Long-term debt 348.3 .0 348.3
Liabilities and deferred credit of
business transferred .0 (71.8) 71.8
Minority interest 46.9 13.8 33.1
Shareholders' Equity:
Common shares ($2.50 par value) 60.5 .0 60.5
Capital in excess of par value 207.1 .0 207.1
Retained earnings 192.0 .0 192.0
Minimum pension liability adjustment (.6) .0 (.6)
Cumulative translation adjustment (19.9) .0 (19.9)
Common shares held in treasury (at cost) (42.6) .0 (42.6)
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Total shareholders' equity 396.5 .0 396.5
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$ 1,303.3 $ .0 $ 1,303.3
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See footnotes to pro forma consolidated financial statements.
Footnotes to Pro Forma Financial Statements
1. The unaudited pro forma statements of operations for the
6 month periods ended July 2, 1995 and July 3, 1994,
respectively, and for each of the three years ended January
1, 1995, give effect to the sale of Space Industries
International, Inc. (SIII) as if such sale had occurred on
December 30, 1991. The unaudited pro forma statement of
financial condition as of July 2, 1995 gives effect to the
sale of SIII as if such sale had occurred on July 2, 1995.
The accounting treatment reflected in the pro forma
Consolidated Statement of Financial Condition follows the
Securities and Exchange Commission's Staff Accounting
Bulletins Topic 5E (SAB Topic 5E) "Accounting for
divestiture of a subsidiary or other business operation."
Accordingly, the assets of SIII at July 2, 1995 have been
recorded under the caption of "Assets of business
transferred under contractual arrangements" with a
corresponding amount recorded as "Liabilities and deferred
credit of business transferred." The sale transaction
reflected in the pro forma balance sheet approximated book
value. At September 29, 1995, the date the transaction
occurred, the Company estimated a $1.6 million gain on sale
which has been deferred under the guidelines of SAB Topic
5E.
2. Arvin received approximately $30.6 million in cash and
has guaranteed $22.9 million of the new company's debt.
This guarantee is scheduled to decline quarterly over a four
year period before expiring. The pro forma Statement of
Financial Condition reflects the proceeds as a reduction of
short-term debt.
3. The provisions for the Company's and SIII's pro forma
income taxes are based on the historical effective tax rates
and are recalculated based upon the pro forma results of
operations for the six months ended July 2, 1995 and July 3,
1994 and for each of the three years ended January 1, 1995.
4. For purposes of preparing the pro forma financial
information, a uniform ratio of consolidated debt to equity
has been assumed for all of the Company's operations.
Accordingly, interest expense has been reduced by the amount
of the interest allocation to SIII for its proportionate
share of corporate borrowings, based upon the ratio of
SIII's assets to total consolidated assets (including
SIII's).
5. SIII's general and administrative expenses exclude
allocations of the Company's corporate general and administrative
expenses. No significant reductions in on-going corporate
general and administrative expenses are expected to be
realized as a result of the sale of SIII.
6. The primary "historical" and "pro forma as adjusted"
earnings (loss) per share amounts have been determined based
upon the weighted average number of common shares
outstanding and include common stock equivalents. The
"historical" and "pro forma as adjusted" earnings (loss)
per share exclude the effect of preferred stock purchase
rights for the six months ended July 2, 1995 and for the
years ended January 1, 1995 and January 3, 1993
respectively, as they are anti-dilutive for these periods.
7. Non-recurring restructuring charges are more fully
described in Note 3 to the financial statements and notes
thereto included in the Company's annual report on Form 10-K
for the period ended January 1, 1995.
8. During the third quarter of 1993, the Company completed
the combination of assets of its Calspan and SRL
subsidiaries, which were wholly owned by the Company, with
the assets of Space Industries International, Inc. After
the combination, the Company owned 70 percent of the new
company, SIII. Accordingly, the unaudited pro forma
statement of operations, as adjusted, for the periods
presented prior to the combination gives effect to the
disposition of Calspan and SRL.
9. The historical amounts reported in the statement of
financial condition as of July 2, 1995 and in the statement
of operations for the six months then ended have been
restated to reflect a 50 percent affiliate, which had been
consolidated in the Company's financial statements beginning
January 2, 1995, on the equity basis.
10. Certain amounts reported in the historical statement of
operations for the 6 months ended July 2, 1995 and July 3,
1994 and for each of the two years ended January 1, 1995,
have been reclassified to conform with the current year
presentation of the statement of operations to be filed on
Form 10-Q for the third quarter of 1995.
(c) Exhibits
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession
(a) Agreement and Plan of Merger dated August 14, 1995
(b) Stockholder Agreement
(c) Guaranty Agreement
(d) Intercreditor Agreement
99. Additional exhibits
Press release issued October 4, 1995 regarding the sale of the
Company's seventy percent ownership in Space Industries
International, Inc.
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 thereunto duly authorized.
ARVIN INDUSTRIES, INC.
by: /s/ William M. Lowe, Jr.
_________________________________
William M. Lowe, Jr.
Controller & Chief Accounting Officer
Date: November 14, 1995