UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission File No. 0-4689
PENTAIR, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-0907434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 County B2 West,
Suite 400 St. Paul, Minnesota 55113-3105
(Address of principal executive offices) (Zip Code)
(612) 636-7920
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares outstanding of Registrant's only class of
common stock on June 30, 1995 was 18,429,913.
PENTAIR, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Results of Operations and Financial Condition
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K
Signature Page
Exhibit Index
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PENTAIR, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
($ expressed in thousands except per share amounts)
Six Months Ended Quarter Ended
June 30 June 30
1995 1994 1995 1994
Net sales $672,039 $597,293 $338,216 $300,358
Operating costs:
Cost of goods sold 471,899 420,687 239,275 211,103
Selling, general
and administrative 144,297 129,236 72,326 64,323
Total operating costs 616,196 549,923 311,601 275,426
Operating income 55,843 47,370 26,615 24,932
Interest expense - net (9,843) (10,844) (4,077) (5,431)
Income from continuing
operations before
income taxes 46,000 36,526 22,538 19,501
Provision for
income taxes 18,800 14,663 9,189 7,566
Income from
continuing operations 27,200 21,863 13,349 11,935
Discontinued operations:
Income from operations
of discontinued Paper
Products and Joint Venture
segments (net of applicable
income taxes of $2,740 and
$637, and $1,841 and
($67), respectively) 4,566 1,062 3,067 (110)
Gain on sale of
discontinued operations
(less applicable
income taxes of
$7,734) 12,134 0 12,134 0
Net income 43,900 22,925 28,550 11,825
Preferred dividend
requirements 2,657 2,731 1,327 1,365
Earnings applicable
to common stock $41,243 $20,194 $27,223 $10,460
Earnings per share:
Primary -
Income from:
continuing operations $1.32 $1.04 $.64 $.57
discontinued operations .90 .06 .82 .00
Net Income $2.22 $1.10 $1.46 $.57
Diluted -
Income from:
continuing operations $1.27 $1.03 $.62 $.56
discontinued operations .79 .05 .72 .00
Net Income $2.06 $1.08 $1.34 $.56
Weighted average
common and common
equivalent shares:
Primary 18,584 18,376 18,616 18,380
Diluted 21,160 21,004 21,176 21,003
See Notes to Consolidated Financial Statements.
PENTAIR, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
($ expressed in thousands)
June 30, December 31,
1995 1994
ASSETS
Current assets
Cash and cash equivalents $32,271 $32,677
Accounts receivable - net 253,043 219,527
Notes receivable 99,426 0
Inventories
Finished goods 160,680 114,875
Work in process 42,050 41,283
Raw materials and supplies 42,011 36,929
Total inventory 244,741 193,087
Deferred income taxes 28,366 23,087
Other current assets 10,444 8,701
Net assets of
discontinued operations 0 240,136
Total current assets 668,291 717,215
Property, plant
and equipment 407,456 378,732
Less accumulated
depreciation 167,457 147,581
Property, plant and
equipment - net 239,999 231,151
Marketable securities -
insurance subsidiary 24,366 23,655
Goodwill - net 177,583 170,965
Other assets 18,374 18,156
TOTAL ASSETS $1,128,613 $1,161,142
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $76,129 $78,065
Compensation and other
benefits accruals 53,476 48,657
Income taxes 11,837 2,708
Accrued product claims
and warranties 24,729 24,324
Accrued expenses and
other liabilities 84,557 61,277
Current maturities of debt 4,529 3,566
Total current liabilities 255,257 218,597
Long-term debt 246,430 408,503
Other liabilities 17,461 17,944
Deferred income taxes 22,917 366
Pensions and other
retirement compensation 32,566 21,796
Postretirement medical and
other benefits 46,128 40,878
Reserves -
insurance subsidiary 24,444 21,084
Commitments and contingencies
Shareholders' equity
Preferred stock -
at liquidation value
Authorized: 2,500,000 shares
Outstanding:
1995 - 1,901,836 66,720 68,444
1994 - 1,953,243
Unearned compensation
relating to ESOP (23,368) (27,528)
Common stock -
par value, $.16 2/3
Authorized: 72,500,000 shares
Outstanding:
1995 - 18,429,913 3,072 3,041
1994 - 18,248,155
Additional paid-in capital 170,374 166,314
Cumulative translation
and pension adjustments 18,581 8,033
Retained earnings 248,031 213,670
Total shareholders'
equity 483,410 431,974
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $1,128,613 $1,161,142
See Notes to Consolidated Financial Statements.
PENTAIR, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
($ expressed in thousands)
Six Months Ended
June 30 June 30
1995 1994
Cash flows from operating activities
Net income $43,900 $22,925
Adjustment for
discontinued operations (16,700) (1,062)
Adjustments to reconcile net
income to cash provided
from operating activities
Depreciation 20,508 17,544
Amortization 3,166 2,852
Deferred income taxes (619) 1,786
Changes in assets and liabilities,
net of effects of acquisitions
and dispositions
Accounts receivable (33,516) (14,788)
Inventories (51,654) (24,138)
Accounts payable (1,936) (6,235)
Accrued compensation
and benefits 4,819 12,203
Income taxes (1,619) 697
Pensions and other
retirement compensation 10,770 10,354
Reserves - insurance
subsidiary 3,360 3,634
Other assets/
liabilities - net 9,139 1,848
Cash from
continuing operations (10,382) 27,620
Cash from
discontinued operations (525) 2,198
Cash from
operating activities (10,907) 29,818
Cash flows from investing activities
Capital expenditures (22,571) (21,655)
Purchase of marketable
securities - net (711) (236)
Proceeds from sale of
discontinued
operations 206,459 0
Acquisition - net of
cash acquired 0 (140,116)
Cash provided by
(used for) investing
activities -
continuing operations 183,177 (162,007)
Cash used for investing
activities -
discontinued operations 0 (11,566)
Cash provided by (used for)
investing activities 183,177 (173,573)
Cash flows from financing activities
Borrowings 24,621 158,235
Debt payments (196,863) (6,193)
Unearned ESOP
compensation decrease 4,160 2,220
Employee stock
plans and other 2,817 1,731
Dividends paid (9,989) (9,276)
Cash provided by
(used for) financing
activities -
continuing operations (175,254) 146,717
Cash used for financing
activities -
discontinued operations 0 0
Cash (used for) provided by
financing activities (175,254) 146,717
Effect of currency
exchange rate changes 2,578 4,298
Increase (decrease)
in cash and cash equivalents (406) 7,260
Cash and cash equivalents
- beginning of period 32,677 10,327
- end of period $32,271 $17,587
See Notes to Consolidated Financial Statements.
PENTAIR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Accounting Policies.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the six month period ended June 30, 1995 are not
necessarily indicative of the results that may be expected for the
year ended December 31, 1995.
These statements should be read in conjunction with the financial
statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994,
previously filed with the Commission.
Certain reclassifications have been made to prior year's financial
statements to conform to the current year presentation.
Note 2. Discontinued Operations.
On April 1, 1995 the company sold its Cross Pointe Paper
Corporation subsidiary for $203.3 million, of which $100 million
was received in cash and a promissory note due January 2, 1996
was given for the remainder. Effective May 1, 1995 the company
decided to report its Paper Products and Joint Venture segments
as discontinued operations. On June 30, 1995 the company sold
its Niagara of Wisconsin Paper Corporation, its 50% share of
Lake Superior Paper Industries (LSPI) joint venture and its 12%
share of Superior Recycled Fiber Industries (SRFI) for
approximately $103 million cash.
The gain on the sale was $12.1 million after income tax expense
of $7.7 million. The transaction added 57 cents to earnings per
share in 1995.
The prior year has been restated to include the company's former
paper businesses (Paper Products and Joint Venture segments)
as discontinued operations.
Summarized results of operations and financial position data of
discontinued operations were as follows:
Results of Operations
Period Ended June 30
1995 1994
Net Sales $187.1 $183.9
Operating Income 27.2 4.4
Net Earnings 4.6 1.1
Gain on Sale 12.1 0.0
Financial Position
December 31, 1994
Current assets $92.1
Net property, plant and equipment 179.8
Other assets 88.5
Current liabilities (67.1)
Other liabilities (53.2)
Net assets of
discontinued operations $240.1
Note 3. Long-Term Debt.
The long-term debt is summarized as follows ($ millions):
6/30/95 12/31/94
Revolving credit facilities:
US $ revolvers $14 $157
DM revolvers 96 74
Private placement debt 125 160
Other 16 23
TOTAL 251 414
Current maturities (5) (6)
Total long-term debt $246 $408
Debt agreements contain various restrictive covenants, including
a limitation on the payment of dividends and certain other
restricted payments. Under the most restrictive covenants, $151
million of the June 30, 1995 retained earnings were unrestricted
for such purposes.
Note 4. Statement of Cash Flows - supplemental information.
The following is supplemental information relating to the
Statement of Cash Flows ($000's):
Six Months
Ended June 30
1995 1994
Interest paid (net of
capitalized interest) $16,615 $15,294
Income tax payments 24,382 15,281
Non-cash Items:
Gross amounts to be realized from the sale of the Paper Products
and Joint Venture segments are approximately $316 million. Of
this amount $206 million was received in cash, a promissory note
was received for $100 million which is due January 2, 1996 and
the remainder is recorded as a miscellaneous account receivable.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
BUSINESS SEGMENT INFORMATION
Selected information for business segments for the six months ended
June 30, 1995 and 1994 follows ($ millions):
General
Specialty Industrial General
Products Equipment Corporate Total
1995
Net Sales $228.3 $443.7 $0.0 $672.0
Operating Income 22.5 43.2 (9.9) 55.2
Identifiable Assets 237.0 703.4 188.2 1,128.6
Depreciation 6.2 14.3 0.0 20.5
Capital Expenditures 6.5 16.0 0.1 22.6
1994
Net Sales $216.3 $381.0 $0.0 $597.3
Operating Income 21.4 35.4 (9.4) 47.4
Identifiable Assets 209.0 621.2 288.4 1,118.6
Depreciation 4.5 13.0 0.0 17.5
Capital Expenditures 4.6 17.0 0.1 21.7
RESULTS OF OPERATIONS
Consolidated Continuing Operations. Pentair reported income
from continuing operations of $27.2 million, or $1.27 per fully
diluted share, on consolidated net sales from continuing
operations of $672.0 million for the six months ended June 30,
1995. This represented a 24.4 percent increase in income from
continuing operations and a 12.5 percent increase in sales from
continuing operations over the first half of 1994. The first half
1994 income from continuing operations was $21.9 million, or
$1.03 per fully diluted share, on consolidated net sales from
continuing operations of $597.3 million.
Specialty Products Segment. Net sales increased $12.0 million
or 5.6% and operating income increased $1.2 million or 5.5%.
The increases reflect further expansion into major home center
distribution channels, tempered somewhat by a general economic
slowing of retail sales activity in the second quarter. Order rates,
supported by new product introductions, remain strong in this
segment.
General Industrial Equipment Segment. Sales increased $62.7
million or 16.5% and operating income increased $7.7 million or
21.8%. Hoffman and Schroff were major contributors to the
increased sales and operating income for the first half of 1995.
Electrical and electronic enclosure sales continued strong into
1995, assisted by the strength in durable goods spending in both
the United States and Western European markets. Sporting
ammunition sales and margins were down due to a less favorable
product mix, competitive pricing pressures, and higher raw
material costs. The Lincoln group of companies continued their
strong recovery with year to year sales up 13% and operating
income up 121%. Reported sales in this segment were increased
by $18-20 million due to the year to year strengthening of the
Deutsche mark relative to the US dollar. However, foreign
exchange rates had no material effect on the operating income of
this segment.
Discontinued Operations. Results from the Paper Products and
Joint Venture segments have been restated as discontinued
operations. See Note 2 to the financial statements for details of
these discontinued operations.
Interest Expense. Interest expense for continuing operations was
$1.0 million lower than the same period in the prior year. The
reduction in interest expense was primarily the result of reduced
allocations of interest costs in connection with a reduction of debt
via the proceeds received from the sale of Cross Pointe Paper
Corporation in early April 1995.
FINANCIAL CONDITION
Through the first half of 1995, increases in accounts receivable
due to increased sales volume, combined with seasonal and
temporary build-ups of finished goods inventories resulted in
negative cash from continuing operations of $10.4 million,
compared to a positive cash from continuing operations of $27.6
million in the same period of the prior year.
Capital expenditures of continuing operations for the first six
months were $22.6 million in 1995 and $21.7 million in 1994.
The percentage of long-term debt to total capital was reduced to
34% at June 30, 1995 compared to 49% at December 31, 1994,
largely due to the use of proceeds from the disposition of the
paper businesses to pay down outstanding debt. As a result,
substantially all of the US$ revolving credit facilities and the $35
million portion of the private placement debt that was to mature
in June 1996 was paid down. The average interest rate on the
redeemed debt was 8.81%. A make-whole premium of
approximately $950,000 was required to be paid to redeem the
private placement debt. The average interest rate on the
remaining private placement debt of $125 million is 7.31%.
Management believes that cash flows from continuing operations
will be positive by the end of 1995. The company's continuing
operations should generate sufficient cash from operations to
provide for their recurring capital needs. Capital expenditures of
continuing operations are expected to be about $70 million in
1995 as compared to $57.8 million in 1994.
Credit available under revolving credit facilities is adequate to
provide for working capital, capital expenditure, and acquisition
requirements.
OUTLOOK
In general, the Company is strong and well-positioned to continue
its growth. Given a continued steady GNP growth in the United
States and Europe, the company expects to continue to grow
sales and earnings of its continuing businesses in 1995.
With the completion of the paper business sales on June 30, the
company became entirely a diversified manufacturer of industrial
products. The performance of the company will be less
influenced by economic cycles, and capable of returning
consistent value in both the near and long term.
With its strengthened capital structure, the company has
sufficient resources to pursue both internal and external
expansion into profitable industrial business segment
opportunities.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
Federal-Hoffman, Inc. Federal Cartridge, a division of Federal-Hoffman, Inc.,
and 79 manufacturers, distributors and retailers of
ammunition and/or firearms were sued in July 1995 by a private
environmental group pursuant to California Health and Safety
Code Section 25249 (Proposition 65) and the Business and
Professions Code Section 17200. Basic information concerning
this matter was previously reported in the Company's Form 10-K
for the year ending December 31, 1994. The lawsuit alleges
violations of California law arising from exposure to lead from the
discharge or cleaning of firearms. Claims have been made for
injunctive relief, statutory penalties and attorneys fees. Based on
the information currently known, the Registrant believes that this
matter is unlikely to result in material liability.
ITEM 2 - Changes in Securities
On July 21, 1995, the Board of Directors of Pentair, Inc. (the
"Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par
value $.16-2/3 per share (the "Common Shares"), of the
Company. The dividend is effective July 31, 1995 for
shareholders of record on such date (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company
one Common Share at a price of $160.00 per Common Share,
subject to adjustment (the "Purchase Price"). The description
and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Norwest Bank
Minnesota, National Association, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (other than the Company, a subsidiary of the Company
or an employee benefit plan of the Company or a subsidiary) (an
"Acquiring Person") has acquired beneficial ownership of 15% or
more of the outstanding Common Shares (the "Shares Acquisition
Date") or (ii) 10 business days (or such later date as may be
determined by action of the Company's Board of Directors prior
to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or
group (other than the Company, a subsidiary of the Company or
an employee benefit plan of the Company or a subsidiary) of 15%
or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common
Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares, outstanding as of the
Record Date, even without such notation, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 31, 2005 (the "Final Expiration Date"),
unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Common Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price,
or securities convertible into Common Shares with a conversion
price, less than the then current market price of the Common
Shares or (iii) upon the distribution to holders of the Common
Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends or dividends payable in Common
Shares) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional shares will
be issued. In lieu thereof, an adjustment in cash will be made
based on the market price of the Common Shares on the last
trading day prior to the date of exercise.
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the
Purchase Price following the occurrence of a Flip-In Event (as
defined below) and until the first occurrence of a Flip-Over Event
(as defined below) may be paid in Common Shares having an
equivalent value.
In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), the holders of Rights will thereafter have the right
to receive upon exercise that number of Common Shares (or, in
certain circumstances cash, property or other securities of the
Company or a reduction in the Purchase Price) having a market
value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of
a Flip-In Event all Rights will be null and void to the extent they
are, or (under certain circumstances specified in the Rights
Agreement) were, or subsequently become beneficially owned by
an Acquiring Person, related persons and transferees.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated
assets or earning power are sold (the events described in clauses
(i) and (ii) are herein referred to as "Flip-Over Events"), proper
provision will be made so that the holders of Rights will thereafter
have the right to receive, upon the exercise thereof at the then
current Purchase Price, that number of shares of common stock
of the acquiring company which at the time of such transaction
will have a market value of two times the then current Purchase
Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such Acquiring Person of 50% or more
of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by
such Acquiring Person which have become void), in whole or in
part, at an exchange ratio of one Common Share (or of a share
of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges) per Right (subject
to adjustment).
At any time prior to the close of business on the tenth day
following the Shares Acquisition Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Other than the Redemption Price, the Purchase Price and the
Final Expiration Date, the terms of the Rights may be amended
by the Board of Directors of the Company without the consent of
the holders of the Rights, including an amendment to lower the
threshold for exercisability of the Rights from 15% to 10%, with
appropriate exceptions for any person then beneficially owning a
percentage of the number of Common Shares then outstanding
equal to or in excess of the new threshold, except that from and
after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A12G filed with respect to the Rights. A
copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference
to the Rights Agreement, which is hereby incorporated herein by
reference.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are included with this Form
10-Q Report as required by Item 601 of Regulation S-K.
Exhibit Description
Number
3.1 Restated Articles of Incorporation of Pentair, Inc.
as amended through April 19, 1995
3.2 Second Amended and Superseding Bylaws of Pentair, Inc.
as amended through July 21, 1995
4.1 Rights Agreement dated as of July 21, 1995 between
Norwest Bank Minnesota, N.A. and Pentair, Inc.
11 Calculation of Earnings per Common and Common
Equivalent Share
27 Financial Data Schedule
(b) Reports on Form 8-K.
A report on Form 8K was filed on April 17, 1995 disclosing the
completion of the sale of Cross Pointe Paper Corporation to
Noranda Forest, Inc.
A report on Form 8K/A (Amendment to form 8K which was filed
on April 17, 1995) was filed on May 30, 1995 disclosing the
proforma financial information of the Pentair, Inc. excluding the
Paper Products and Joint Venture segments which were
classified as discontinued operations as of May 1, 1995. The
filing also announced the proposed disposition on June 30, 1995
of the company's Niagara of Wisconsin Paper subsidiary and the
disposition of the company's shares in its paper-related joint
ventures Lake Superior Paper Industries and Superior Recycled
Fiber Industries.
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.
/s/ David D. Harrison
Senior Vice President and
Chief Financial Officer
August 11, 1995
EXHIBIT INDEX
Exhibit Number
3.1 Restated Articles of Incorporation of Pentair, Inc.
as amended through April 19, 1995
3.2 Second Amended and Superseding Bylaws of Pentair, Inc.
as amended through July 21, 1995
4.1 Rights Agreement dated as of July 21, 1995 between
Norwest Bank Minnesota, N.A. and Pentair, Inc.
11 Calculation of Earnings per Common and
Common Equivalent Share
27 Financial Data Schedule