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
Date of Report (Date of earliest event reported): December 27, 1994
-----------------
ROBERTSON-CECO CORPORATION
----------------------------------------------------
Exact name of registrant as specified in its charter
Delaware 1-10659 36-3479146
- - - --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
222 Berkeley Street, Boston, Massachusetts 02116
- - - ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-424-5500
-------------
Item 2. Acquisition or Disposition of Assets
On December 27, 1994, Robertson-Ceco Corporation (the
"Company") sold the business and assets of its remaining U.S. Building
Products operation, the Cupples Products Division (the "Cupples
Division"), which manufactures curtainwall systems, to Cupples Products,
Inc., a newly formed company owned by a management group led by Gregg
Sage, a member of the Company's Board of Directors, for $.8 million and
the assumption of certain liabilities, to be adjusted for certain
changes in working capital occurring between July 31, 1994 and November
15, 1994 and certain intercompany advances occurring between November
16, 1994 and the closing date (see Background and Note 1 of the Notes to
Pro Forma Condensed Consolidated Financial Information). The Cupples
Division had operated as part of the Company's Building Products Group.
Item 7. Financial Statements and Exhibits
(b) The following unaudited pro forma financial information is
included as a separate section of this report:
Pro Forma Condensed Consolidated Balance Sheet --
September 30, 1994
Pro Forma Condensed Consolidated Statement of Operations
-- For the Year Ended December 31, 1993
Pro Forma Condensed Consolidated Statement of Operations
-- For the Nine Months Ended September 30, 1994
Notes to Pro Forma Condensed Consolidated Financial
Information
(c) Exhibits
2 - Asset Purchase Agreement between Robertson-Ceco
Corporation and Cupples Products, Inc. dated as of
December 27, 1994
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma financial information is presented to
illustrate the estimated effects of the sale of the Company's Cupples
Division. At September 30, 1994, the assets and liabilities of the
Cupples Division were netted and presented within other current
liabilities in the Company's Condensed Consolidated Balance Sheet. The
Pro Forma Condensed Consolidated Balance Sheet assumes that the sale had
occurred on September 30, 1994. The Pro Forma Condensed Consolidated
Statements of Operations for the Year Ended December 31, 1993 and the
Nine Months Ended September 30, 1994 assume that the sale had occurred
at the beginning of the periods presented.
The pro forma condensed financial information is presented for
illustrative purposes only and is not necessarily indicative of the
Company's financial position or its results of operations had the sale
been consummated on the dates indicated, or for any future date or
period.
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Thousands)
(Unaudited)
Robertson-
Robertson- Pro Forma Ceco
Ceco As Adjustments Pro Forma
Reported (1) (5)
---------- ----------- ----------
Cash and cash equivalents $ 2,493 $ $ 2,493
Restricted cash 2,553 2,553
Accounts and notes receivable, net 56,499 56,499
Inventories 18,824 18,824
Other current assets 2,936 2,936
--------- --------- ---------
Total current assets 83,305 83,305
--------- --------- ---------
Property, plant & equipment, net 26,849 26,849
Net assets held for sale 1,139 1,139
Excess of cost over net assets of
acquired businesses, net 28,474 28,474
Other non-current assets 12,688 12,688
--------- --------- ---------
Total assets $ 152,455 $ $ 152,455
========= ========= =========
Loans payable $ 452 $ $ 452
Current portion of long-term debt 259 259
Accounts payable 24,711 24,711
Insurance liabilities 10,155 10,155
Other current liabilities 44,809 44,809
--------- --------- ---------
Total current liabilities 80,386 80,386
--------- --------- ---------
Long-term debt, less current
portion 44,798 44,798
Long-term insurance liabilities 14,980 14,980
Long-term pension liabilities 16,441 16,441
Reserves and other liabilities 29,869 29,869
--------- --------- ---------
Total liabilities $ 186,474 $ $ 186,474
--------- --------- ---------
See Notes to Pro Forma Condensed Consolidated Financial Information
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Thousands)
(Unaudited)
(Continued)
Robertson-
Robertson- Pro Forma Ceco
Ceco As Adjustments Pro Forma
Reported (1) (5)
---------- ----------- ----------
Common stock $ 162 $ $ 162
Capital surplus 172,336 172,336
Warrants 6,042 6,042
Retained earnings (deficit) (197,485) (197,485)
Excess of additional pension
liability over unrecognized
prior service cost (8,139) (8,139)
Deferred compensation (751) (751)
Foreign currency translation
adjustments (6,184) (6,184)
--------- --------- ---------
Total stockholders' equity
(deficiency) (34,019) (34,019)
--------- --------- ---------
Total liabilities and
stockholders' equity
(deficiency) $ 152,455 $ $ 152,455
========= ========= =========
See Notes to Pro Forma Condensed Consolidated Financial Information
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Thousands, except per share amounts)
(Unaudited)
Robertson-
Robertson- Pro Forma Ceco
Ceco As Adjustments Pro Forma
Reported (2) (5)
---------- ----------- ----------
Net revenues $379,906 $(12,056) $367,850
-------- -------- --------
Cost of sales 323,619 (13,118) 310,501
Selling, general and administrative
expenses 59,190 (3,098) 56,092
-------- -------- --------
Total costs and expenses 382,809 (16,216) 366,593
-------- -------- --------
Operating income (loss) (2,903) 4,160 1,257
-------- -------- --------
Interest expense (10,762) - (10,762)
Loss on businesses sold/held
for sale (9,700) - (9,700)
Other income (expense), net 771 326 1,097
-------- -------- --------
Income (loss) from continuing
operations before income tax (22,594) 4,486 (18,108)
Income tax provision (benefit) 9 (135) (126)
-------- -------- --------
Income (loss) from continuing
operations $(22,603) $ 4,621 $(17,982)
======== ======== ========
(Loss) per share from continuing
operations $ (3.65) $ (2.91)
======== ========
Average shares outstanding 6,217 6,217
======== ========
See Notes to Pro Forma Condensed Consolidated Financial Information
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
(Thousands, except per share amounts)
(Unaudited)
Robertson-
Robertson- Pro Forma Pro Forma Ceco
Ceco As Adjustments Adjustments Pro Forma
Reported (3) (4) (5)
---------- ----------- ----------- ----------
Net revenues $279,803 $ (8,265) $ - $271,538
-------- -------- -------- --------
Cost of sales 238,066 (8,568) - 229,498
Selling, general and
administrative
expenses 39,446 (2,208) - 37,238
Restructuring expense 3,125 (900) - 2,225
-------- -------- -------- --------
Total costs and
expenses 280,637 (11,676) - 268,961
-------- -------- -------- --------
Operating income (loss) (834) 3,411 - 2,577
-------- -------- -------- --------
Interest expense (3,556) - - (3,556)
Loss on businesses
sold/held for sale (9,800) - 4,800 (5,000)
Other income (expense),
net 489 (13) - 476
-------- -------- -------- --------
Income (loss) from
continuing operations
before income tax (13,701) 3,398 4,800 (5,503)
Income tax provision 265 (112) - 153
-------- -------- -------- --------
Income (loss) from
continuing operations $(13,966) $ 3,510 $ 4,800 $ (5,656)
======== ======== ======== ========
(Loss) per share from
continuing operations $ (.89) $ (.36)
======== ========
Average shares
outstanding 15,773 15,773
======== ========
See Notes to Pro Forma Condensed Consolidated Financial Information
ROBERTSON-CECO CORPORATION
NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION
(Unaudited)
Background
- - - ----------
On December 27, 1994, Robertson-Ceco Corporation ("the Company") sold
the business and assets of its remaining U.S. Building Products
operation, the Cupples Products Division (the "Cupples Division"), which
manufactures curtainwall systems, to Cupples Products, Inc., a newly
formed company owned by a management group led by Gregg Sage, a member
of the Company's Board of Directors, for $.8 million and the assumption
of certain liabilities, to be adjusted for certain changes in working
capital occurring between July 31, 1994 and November 15, 1994 and
certain intercompany advances occurring between November 16, 1994 and
the closing date. Under the terms of the sale agreement, the amount of
proceeds from the sale as of September 30, 1994, when adjusted for
changes in working capital, intercompany advances and considering
retained liabilities, would not have been significant.
The Cupples Division operated as part of the Company's Building Products
Group. The accompanying unaudited pro forma financial information is
presented to illustrate the estimated effects of the sale of the
Company's Cupples Division. As further described in Note 1 below, at
September 30, 1994, the assets and liabilities of the Cupples Division
were netted and presented within current liabilities in the Company's
condensed consolidated balance sheet. The Pro Forma Condensed
Consolidated Statement of Operations for the year ended December 31,
1993 and the nine months ended September 30, 1994 assume that the sale
had occurred at the beginning of the periods presented. In connection
with the sale, the Company recorded a charge of $4.8 million for the
quarter ended September 30, 1994.
Pro Forma Adjustments - Condensed Consolidated Balance Sheet
- - - ------------------------------------------------------------
(1) At September 30, 1994, the assets and liabilities related to the
Cupples Division were netted and presented within other current
liabilities in the interim condensed consolidated balance sheet
which was filed with the Securities and Exchange Commission on Form
10-Q on November 14, 1994. After completion of the sale of the
Cupples Division, the Company remains liable for backcharge,
warranty and certain other liabilities which arose prior to November
15, 1994.
The assets and liabilities of the Cupples Division at September 30,
1994 which were sold are as follows:
September 30
1994
------------
(Thousands)
Accounts and notes receivable. . . . . . $ 2,991
Inventories. . . . . . . . . . . . . . . 1,439
Property, net. . . . . . . . . . . . . . 1,699
Other assets . . . . . . . . . . . . . . 33
Accounts payable . . . . . . . . . . . . (814)
Other liabilities. . . . . . . . . . . . (1,979)
-------
Net assets . . . . . . . . . . . . . . $ 3,369
=======
The components of the $4.8 million charge include the write-off of
the net assets noted above, and provisions and expenses related to
the sale of $1.4 million.
Pro Forma Adjustments - Statements of Operations - For The Year Ended
December 31, 1993 and For The Nine Months Ended September 30, 1994
- - - ------------------------------------------------------------------------
(2) Reflects the elimination of all revenues and expenses associated
with the Cupples Division for the year ended December 31, 1993.
The Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 1993 has not been adjusted to reflect the
sale of H.H. Robertson (U.K.) Limited (the "U.K. Subsidiary"), which
occurred on November 9, 1993, or the exchange of the Company's 15.5%
Discount Subordinated Debentures due 2000 for new debt and common
stock (the "Exchange Offer"), which was completed July 14, 1993.
The Company's Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1993 includes revenues
of $23.1 million, losses from continuing operations of $4.4 million
recorded by the U.K. Subsidiary, and a $9.7 million charge recorded
as a result of the sale of the U.K. Subsidiary. Additionally, had
the Company completed the Exchange Offer on January 1, 1993,
interest expense would have been reduced by $6.4 million and the
weighted average shares of common stock outstanding during the
period would have been 11,682,000.
As further discussed in Note 3, during the quarter ended September
30, 1994, the Company commenced negotiations for the sale of its
remaining European Building Products Operations (the "European
Operations"). The Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1993 has not been
adjusted to exclude the operating results of the European
Operations. During the year ended December 31, 1993, the European
Operations recorded revenues of $29.4 million and losses from
continuing operations of $1.2 million.
(3) Reflects the elimination of all revenues and expenses associated
with the Cupples Division for the nine months ended September 30,
1994.
During the quarter ended September 30, 1994, the Company commenced
negotiations for the sale of its European Operations. The assets
and liabilities of the European Operations were netted and presented
within other current liabilities in the Condensed Consolidated
Balance Sheet at September 30, 1994 which was filed with the
Securities and Exchange Commission on Form 10-Q on November 14,
1994.
The Company's Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1994 has not been
adjusted to exclude the operating results of the European Operations
or the loss recorded to write-down the net assets of the European
Operations to their estimated net realizable value. The Company's
Pro Forma Condensed Consolidated Statement of Operations for the
Nine Months Ended September 30, 1994 includes revenues of $16.1
million, losses from continuing operations of $1.2 million recorded
by the European Operations, and a charge of $5.0 million recorded
to provide for expenses associated with the transaction and the
write-down of the net assets of the European Operations to their
estimated net realizable value.
Additionally, the Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1994 includes a
restructuring charge of $2.2 million which relates primarily to
severance costs and overhead reduction measures associated with
downsizing at the Company's corporate office.
(4) Reflects the elimination of the $4.8 million loss recorded by the
Company in connection with the sale of the Cupples Division.
(5) On November 3, 1994, the Company entered into a letter of intent
(the "Letter of Intent") to sell its Concrete Construction Group
(the "Concrete Division"), to an entity which is controlled by the
Company's Chief Executive Officer (the "Buyer"), for total
consideration consisting of $11.5 million of cash, a $3.0 million
interest bearing promissory note payable over three years and the
assumption of certain liabilities. The cash consideration to be
received will be adjusted for certain changes in the Concrete
Division's balance sheet occurring between the sale measurement date
and the closing date. The sale of the Concrete Division, if
consummated, is expected to close in the first quarter of 1995. The
Concrete Letter of Intent is contingent upon, among other things,
the negotiation and execution of a definitive agreement (the
"Definitive Agreement") for the purchase and sale of the Concrete
Division on or before February 28, 1995 and obtaining necessary
consents of third parties. If a Definitive Agreement cannot be
reached by February 28, 1995, and the parties do not mutually agree
to extend the date, the Concrete Letter of Intent will terminate by
its terms.
The accompanying Pro Forma Condensed Financial Information includes
the assets and liabilities of the Concrete Division as of September
30, 1994 and the operating results of the Concrete Division for the
year and nine months ended December 31, 1993 and September 30, 1994.
For the year ended December 31, 1993, the Concrete Division recorded
revenues and income from continuing operations of $64.2 million and
$3.4 million, respectively. During the nine months ended September
30, 1994, the Concrete Division recorded revenues of $49.0 million
and income from continuing operations of $3.4 million. Income from
continuing operations for the nine months ended September 30, 1994
includes a credit of $1.2 million related to the settlement of
certain backcharges and other claims.
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.
ROBERTSON-CECO CORPORATION
Date: January 9, 1995 By: /S/ JOHN C. SILLS
---------------------------
John C. Sills
Executive Vice President
and Chief Financial Officer
ROBERTSON-CECO CORPORATION
FORM 8-K
JANUARY 9, 1995
EXHIBIT INDEX
- - - -------------
The following exhibits are filed herewith:
Sequentially
Exhibit Number Exhibit Description Numbered Page
- - - -------------- ------------------- -------------
2.1 Agreement by and between 14
Robertson-Ceco Corporation
and Cupples Products, Inc.
dated December 27, 1994.