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
January 29, 1997
Date of Report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-3701 47-0351813
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Valley, Nebraska 68064
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 359-2201
Page 1
Exhibit Index is on Page 4.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 29, 1997, pursuant to a stock purchase agreement between Valmont
Industries, Inc. (Valmont) and Chicago Miniature Lamp, Inc. (CHML),
dated January 3, 1997, Valmont completed the sale to CHML of all outstanding
stock of Valmont Electric, Inc. and CCC de Mexico for $26.9 million cash.
The sale price was determined in an arm's length negotiated transaction.
The sale of the subsidiaries' stock included Valmont's magnetic and
electronic ballast businesses located in El Paso, Texas and Juarez, Mexico.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION, AND EXHIBITS.
(b). Pro forma financial information. See pages F-1 through F-6.
(c). Exhibits:
2.1. Stock Purchase Agreement dated January 3, 1997 between
Valmont Industries, Inc. and Chicago Miniature Lamp, Inc.
Page 2
DISPOSITION OF MAGNETIC AND ELECTRONIC BALLAST BUSINESS
("VALMONT ELECTRIC INC.")
In accordance with the terms of the definitive agreement dated January 3,
1997, between Valmont Industries, Inc. ("Valmont" or "Company") and Chicago
Miniature Lamp, Inc. ("CHML"), Valmont sold the stock of its subsidiaries,
Valmont Electric, Inc., and CCC de Mexico, to CHML for $26.9 million in cash.
The sale included all of Valmont's magnetic and electronic ballast businesses
located in El Paso, Texas and Juarez, Mexico.
PRO FORMA
The following unaudited pro forma condensed consolidated information is based
on the historical consolidated financial statements of the Company adjusted
to give effect to the transaction described above.
The unaudited pro forma condensed consolidated balance sheet as of September
28, 1996 gives effect to the elimination of the disposed ballast business,
as well as other adjustments, assuming the transaction had taken place on
September 28, 1996, and the cash had been received at that time. The cash
proceeds received by the Company will be used to pay off short-term domestic
borrowings and to fund future capital expenditures.
The unaudited pro forma condensed consolidated statements of operations for
the year ended December 30, 1995 and thirty-nine weeks ended September 28,
1996 give effect to the elimination of the disposed ballast business as well
as other adjustments, assuming the dispositions had taken place as of the
beginning of each of those periods.
The pro forma adjustments are based upon available information and certain
assumptions that management believes are reasonable.
The following unaudited pro forma consolidated financial statements have been
prepared in accordance with rules and regulations of the Securities and
Exchange Commission. Management does not believe that this pro forma
presentation is indicative of the financial position and results of
operations which would have occurred had the transaction occurred on the
dates indicated in the pro forma condensed consolidated financial statements
because of the hypothetical nature of the pro forma information and because
the Company may have operated its other remaining businesses differently
during those periods.
F - 1
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
Thirty-nine Weeks Ended September 28, 1996
(Dollars in thousands except per share amounts)
(Unaudited)
Pro Forma
Histor- Disposition Adjustments
ically ----------- -----------
Reported VE (a) (b) Pro Forma
-------- ----------- ----- ---- ---------
Net sales $463,811 68,378 -- -- $395,433
Cost of sales 339,316 57,986 -- -- 281,330
-------- ---------- ----- ----- ---------
Gross profit 124,495 10,392 114,103
Selling, general and admin-
istrative expenses 87,300 11,140 -- -- 76,160
-------- ---------- ----- ----- ---------
Operating income 37,195 (748) -- -- 37,943
-------- ---------- ----- ----- ---------
Other income (deductions):
Interest expense (2,999) -- 268 -- (2,731)
Interest income 267 -- -- -- 267
Miscellaneous (138) (9) -- -- (129)
-------- ---------- ----- ----- ---------
(2,870) (9) 268 -- (2,593)
-------- ---------- ----- ----- ---------
Earnings before income
taxes 34,325 (757) 268 -- 35,350
Income tax expense 12,300 (269) -- (96) 12,665
-------- ---------- ----- ----- ---------
Net Earnings $ 22,025 (488) 268 (96) 22,685
======== ========== ===== ===== =========
Net Earnings per share $ 1.58 1.62
======== =========
Weighted average number of
shares of common and common
equivalent shares outstand-
ing (000 omitted) 13,972 13,972
======== =========
See accompanying notes to pro forma condensed consolidated financial
statements.
F - 2
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 30, 1995
(Dollars in thousands except per share amounts)
(Unaudited)
Pro Forma
Histor- Disposition Adjustments
ically ----------- -----------
Reported VE (a) (b) Pro Forma
-------- ----------- ---- ---- ---------
Net sales $544,642 90,096 -- -- $454,546
Cost of sales 399,691 73,748 -- -- 325,943
-------- ---------- ----- ---- ---------
Gross profit 144,951 16,348 -- -- 128,603
Selling, general and admin-
istrative expenses 103,120 15,339 -- -- 87,781
-------- ---------- ----- ---- ---------
Operating income 41,831 1,009 -- -- 40,822
-------- ---------- ----- ---- ---------
Other income (deductions):
Interest expense (4,331) -- 67 -- (4,264)
Interest income 820 -- -- -- 820
Miscellaneous 139 217 -- -- (78)
-------- ---------- ----- ---- ---------
(3,372) 217 67 -- (3,522)
-------- ---------- ----- ---- ---------
Earnings before income
taxes 38,459 1,226 67 -- 37,300
Income tax expense 13,700 439 -- (24) 13,285
-------- ---------- ----- ---- ---------
Net Earnings $ 24,759 787 67 (24) $ 24,015
======== ========== ===== ==== =========
Net Earnings per share $ 1.80 $ 1.75
======== =========
Weighted average number of
shares of common and common
equivalent shares outstand-
ing (000 omitted) 13,733 13,733
======== =========
See accompanying notes to pro forma condensed consolidated financial
statements.
F - 3
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Statement of Operations
For the Thirty-nine weeks ended September 28, 1996 and Year ended
December 30, 1995
(Unaudited)
The preceding pro forma statements of operations present the consolidated
statements of operations of Valmont Industries, Inc. and Subsidiaries for
the thirty-nine weeks ended September 28, 1996 and year ended December 30,
1995 after eliminating the disposed Valmont Electric, Inc. and CCC de
Mexico, (VE), ballast businesses and after giving effect to the adjustments
described below.
The adjustments made to these pro forma statements of operations assume that
the transaction occurred as of the beginning of each period.
Management believes these pro forma results are not necessarily indicative
of the results which would have occurred had the disposition been made at
the beginning of each of these periods.
HISTORICALLY REPORTED
The historically reported column represents the historical consolidated
statements of operations of Valmont Industries, Inc. and Subsidiaries for
the thirty-nine weeks ended September 28, 1996 and year ended December 30,
1995, respectively.
DISPOSITIONS
The disposition represents the historical results of the disposed business
for the thirty-nine weeks ended September 28, 1996 and year ended December
30, 1995.
BALLAST BUSINESS
The historical results include only those allocated costs which
management believes will be eliminated as a direct result of the
transaction. Management believes that the method used to allocate
the costs and expenses is reasonable.
In connection with the transaction, the Company expects to record
an estimated after-tax loss of $10.1 million which represents
impairment of the assets held for sale in the disposed businesses.
This impairment loss will be included in the Company's 1996 results
of operations for the fourth quarter and the year ended December
28, 1996.
PRO FORMA ADJUSTMENTS
(a) This adjustment eliminates the interest expense on short-term
borrowings that would have been paid down with the proceeds from
the disposition of VE.
(b) This adjustment records the income tax provision on the pro
forma adjustments at the statutory rates of 35.8% and 35.6%
respectively.
F - 4
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
September 28, 1996
(Dollars in thousands)
(Unaudited)
Pro Forma
Histor- Disposition Adjustments
ically ----------- -----------
Reported VE (a) Pro Forma
-------- ----------- ----------- ---------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 10,910 26,151 (7,900) $ 29,161
Receivables 93,823 (17,142) -- 76,681
Deferred income taxes 8,724 (2,126) -- 6,598
Inventories 86,070 (22,181) -- 63,889
Prepaid expenses 2,353 (259) -- 2,094
--------- ----------- ----------- ---------
Total current assets 201,880 (15,557) (7,900) 178,423
--------- ----------- ----------- ---------
Other assets:
Investments in nonconsol-
idated affiliates 3,947 -- -- 3,947
Other 7,438 (320) -- 7,118
--------- ----------- ----------- ---------
Total other assets 11,385 (320) -- 11,065
--------- ----------- ----------- ---------
Net property, plant and
equipment 125,020 (11,673) -- 113,347
--------- ----------- ----------- ---------
Total assets $ 338,285 (27,550) (7,900) $ 302,835
========= ============ =========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current installments of
long-term debt $ 8,045 -- -- $ 8,045
Notes payable to banks 12,051 -- (7,900) 4,151
Accounts payable 46,529 (4,996) -- 41,533
Accrued expenses 51,073 (11,870) -- 39,203
Dividends payable 1,363 -- -- 1,363
--------- ----------- ----------- ---------
Total current liabilities 119,061 (16,866) (7,900) 94,295
--------- ----------- ----------- ---------
Deferred income taxes 8,856 (374) -- 8,482
Long-term debt, excl. cur. 26,136 -- -- 26,136
Minority interest in consol-
idated subsidiaries 2,270 -- -- 2,270
Other noncurrent liabilities 3,410 (210) -- 3,200
Shareholders' equity:
Preferred stock -- -- -- --
Common stock of $1 par value 13,950 -- -- 13,950
Additional Paid-In Capital 6,042 -- -- 6,042
Retained Earnings 155,289 (10,100) -- 145,189
Currency translation adj. 3,337 -- -- 3,337
Treasury stock (19) -- -- (19)
Unearned restricted stock (47) -- -- (47)
--------- ----------- ----------- ---------
Total shareholders'
equity $ 178,552 (10,100) -- $ 168,452
--------- ----------- ----------- ---------
Total liabilities and share-
holders' equity $ 338,285 (27,550) (7,900) 302,835
========= =========== =========== =========
See accompanying notes to pro forma condensed consolidated financial
statements.
F - 5
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Balance Sheet
As of September 28, 1996
(Unaudited)
The preceding pro forma balance sheet presents the consolidated financial
position as of September 28, 1996 after eliminating the disposed VE ballast
business and after giving effect to the adjustments described below.
The adjustments made to this pro forma balance sheet assume that the
transaction occurred as of September 28, 1996.
HISTORICALLY REPORTED
The historically reported column represents the unaudited historical
consolidated balance sheet as of September 28, 1996.
DISPOSITION
The disposition represents the historical balance sheet of VE and the
amounts related to the transaction as of September 28, 1996.
VE BALLAST BUSINESS
The historical balance sheet amounts for Valmont Electric, Inc.
and CCC de Mexico comprise the ballast business at the Company's
El Paso, Texas and Juarez, Mexico facilities. The historical
balance sheet includes all of the assets that will be sold in the
transaction. Also this column records the proceeds from the sale
of VE net of certain expenses and fees and records the loss on the
transaction net of applicable current and deferred taxes. The loss
on the transaction is estimated at $10.1 million, net of tax
estimated at $5.7 million.
PRO FORMA ADJUSTMENTS
(a) This adjustment records the pay down of short-term borrowings with
the proceeds from the transaction.
F - 6
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.
VALMONT INDUSTRIES, INC.
By: /s/ Terry J. McClain
_______________________________
Terry J. McClain
Vice President and Chief
Financial Officer
Date: February 10, 1997
Page 3
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
2.1. Stock Purchase Agreement dated
January 3, 1997 between Valmont
Industries, Inc. and Chicago
Miniature Lamp, Inc.