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): March 3, 1995
-----------------
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 March 3, 1995, Robertson-Ceco Corporation (the "Company") sold
the business and assets of its Concrete Construction Division (the "Concrete
Division") to Ceco Concrete Construction Corp. ("Ceco Concrete"), a newly-
formed entity owned by Pettibone Corporation, an entity controlled by the
Company's Chief Executive Officer. The consideration consisted of $11.5
million of cash, adjusted to reflect an as of sale date of October 1, 1994, a
$3 million interest bearing promissory note payable in three equal annual
installments, with interest at 7% (the "Concrete Note"), and the assumption of
certain liabilities by the purchaser. Additionally, the purchaser agreed to
provide a substitute indemnity, bonds or collateral to satisfy the Company's
bonding obligations with respect to those contracts transferred to Ceco
Concrete. The Concrete Division provided subcontracting services for forming
poured-in-place reinforced concrete buildings. The transaction and the
consideration therefore was negotiated under the direction of a special
committee of disinterested directors appointed by the Board of Directors of
the Company. The Concrete Division operated as the sole component of the
Company's concrete construction group.
Item 5. Other Events
A lawsuit arising out of the construction of new headquarters for
Morgan Guaranty Trust Company of New York ("Morgan") at 60 Wall Street, New
York, New York is pending in the Supreme Court of the State of New York
[Cupples Product Division of H.H. Robertson Company v. Morgan Guaranty Trust
Company of New York, et al (the "New York Litigation")]. The Company's
Cupples Products Division ("Cupples") acted as a subcontractor for the
provision and erection of custom curtainwall for the building. Morgan and
Tishman Construction Company of New York ("Tishman") the general contractor
for the project, claimed that the Company and Federal Insurance Company
("Federal"), as issuer of a performance bond in connection with the Company's
work, are liable for $29.9 million in excess completion costs and delay
damages due to the Company's alleged failure to perform its obligations under
its subcontract. The Company had taken action to enforce a $5.0 million
mechanic's lien against the building and sought to recover more than $10.0
million in costs and damages caused by Tishman's breach of the subcontract
with the Company. On March 3, 1995, the Company and Federal entered into an
agreement (the "Federal Agreement") under which Federal agreed to hold the
Company harmless from claims pending in the New York Litigation. Under the
agreement, Federal will assume control of the New York Litigation. As
consideration for Federal's obligations, the Company assigned to Federal the
$3 million interest bearing promissory note received from the Company's sale
of its Concrete Division, and agreed to pay Federal $1 million per year, in
equal quarterly installments, for seven years without interest commencing
March 24, 1995. As security for the payment obligations to Federal, the
Company granted to Federal a security interest in all of the Company's assets
and the purchaser delivered a financial guarantee insurance policy securing
payment of the Concrete Note.
The Federal Agreement contains certain change of control provisions
which require that the Company (a) have at least 30% of its common stock owned
by Andrew Sage, the Company's Chairman, and Michael Heisley, the Company's
Chief Executive Officer, and (b) have as its Chairman and/or Chief Executive
Officer either Andrew Sage or Michael Heisley or both. In the event that
these conditions are not met, Federal may require immediate payment of all
remaining unpaid amounts.
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, 1991
Pro Forma Condensed Consolidated Statement of Operations --
For the Year Ended December 31, 1992
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 - Agreement for the Purchase and Sale of Assets by and
between Robertson-Ceco Corporation and Ceco Concrete
Construction Corp. dated March 3,1995
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 Concrete
Division and settlement of the New York Litigation. The Pro Forma Condensed
Consolidated Balance Sheet is presented as if the sale and settlement of the
New York Litigation had occurred on September 30, 1994. The Pro Forma
Condensed Consolidated Statements of Operations for each of the years ended
December 31, 1991, 1992 and 1993 and the nine months ended September 30, 1994
assume that the sale of the Concrete Division, and certain other businesses
and the Company's exchange offer for the Company's 15.5% Discount Subordinated
Debentures due 2000 and cumulative convertible preferred stock for new debt
and common stock had occurred at the beginning of the periods presented. (See
Notes to Pro Forma Condensed Consolidated Financial Information -- Pro Forma
Assumptions.)
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. The Pro Forma Condensed
Financial Information should be read in conjunction with the historical
financial statements and notes thereto of the Company.
ROBERTSON-CECO CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Thousands)
(Unaudited)
Robertson- Pro Forma Pro Forma Robertson-
Ceco As Adjustments Adjustments Ceco
Reported (1) (2) Pro Forma
--------------------- ----------- ----------
Cash and cash equivalents $ 2,493 $ 11,500 $ - $ 13,493
(500) -
Restricted cash 2,553 - - 2,553
Accounts and notes receivable, net 56,499 (16,132) 40,367
1,000 (1,000)
Inventories 18,824 - - 18,824
Other current assets 2,936 (960) - 1,976
--------- --------- -------- ---------
Total current assets 83,305 (5,092) (1,000) 77,213
--------- --------- -------- ---------
Property, plant & equipment, net26,849 (4,337) - 22,512
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 (1,080) - 11,608
2,000 (2,000)
--------- --------- -------- ---------
Total assets $ 152,455 $ (8,509) $ (3,000) $ 140,946
========= ========= ======== =========
Loans and current portion of
long-term debt $ 711 $ (123) $ $ 588
Accounts payable 24,711 (1,763) - 22,948
Insurance liabilities 10,155 - - 10,155
Other current liabilities 44,809 (12,381) - 32,428
--------- --------- -------- ---------
Total current liabilities 80,386 (14,267) - 66,119
--------- --------- -------- ---------
Long-term debt, less current
portion 44,798 (17) - 44,781
Long-term insurance liabilities 14,980 - - 14,980
Long-term pension liabilities 16,441 200 - 16,641
Reserves and other liabilities 29,869 (155) (3,000) 29,714
2,000
--------- --------- -------- ---------
Total liabilities $ 186,474 $ (14,239) $ (1,000) $ 172,235
--------- --------- -------- ---------
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- Pro Forma Pro Forma Robertson-
Ceco As Adjustments Adjustments Ceco
Reported (1) (2) Pro Forma
--------------------- ----------- ----------
Common stock $ 162 $ - $ - $ 162
Capital surplus 172,336 - - 172,336
Warrants 6,042 - - 6,042
Retained earnings (deficit) (197,485) 5,730 (2,000) (193,755)
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) 5,730 (2,000) (30,289)
--------- --------- -------- ---------
Total liabilities and
stockholders' equity
(deficiency) $ 152,455 $ (8,509) $ (3,000) $ 140,946
========= ========= ======== =========
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, 1991
(Thousands, except per share amounts)
(Unaudited)
Pro Forma Pro Forma Pro Forma
Robertson- Adjust- Adjust- Adjust- Robertson-
Ceco As ments ments ments Ceco
Reported (3) (4) Total (5) Pro Forma
-------------------- -------------------------------------
Net revenues $ 651,453 $(235,263) $ - $416,190 $(84,943) $331,247
--------- --------- -------- -------- -------- --------
Cost of sales 577,482 (219,180) - 358,302 (71,347) 286,955
Selling, general
and administrative
expenses 101,929 (34,943) - 66,986 (12,682) 54,304
Restructuring
expense 34,776 (6,728) - 28,048 (1,606) 26,442
--------- --------- -------- -------- -------- --------
Total costs and
expenses 714,187 (260,851) - 453,336 (85,635) 367,701
--------- --------- -------- -------- -------- --------
Operating income
(loss) (62,734) 25,588 - (37,146) 692 (36,454)
--------- --------- -------- -------- -------- --------
Interest expense (20,910) 8,192 8,545 (4,173) 43 (4,130)
Loss on businesses
sold/held for sale (25,371) 25,371 - - - -
Other income
(expense), net 2,012 1,031 - 3,043 69 3,112
--------- --------- -------- -------- -------- --------
Income (loss) from
continuing
operations before
income tax (107,003) 60,182 8,545 (38,276) 804 (37,472)
Income tax provision
(benefit) 2,030 (458) - 1,572 - 1,572
--------- --------- -------- -------- -------- --------
Income (loss) from
continuing
operations $(109,033)$ 60,640 $ 8,545 $(39,848)$ 804 $(39,044)
========= ========= ======== ======== ======== ========
(Loss) per share
from continuing
operations $ (124.49) $ (3.53)
========= ========
Average shares
outstanding 878 11,056
========= ========
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, 1992
(Thousands, except per share amounts)
(Unaudited)
Pro Forma Pro Forma Pro Forma
Robertson- Adjust- Adjust- Adjust- Robertson-
Ceco As ments ments ments Ceco
Reported (6) (4) Total (5) Pro Forma
---------- --------- -------------------------------------
Net revenues $400,953 $(46,079) $ - $354,874 $(69,062) $285,812
-------- -------- -------- -------- -------- --------
Cost of sales 352,816 (44,815) - 308,001 (60,164) 247,837
Selling, general
and administrative
expenses 79,188 (12,502) - 66,686 (10,950) 55,736
Restructuring
expense 11,858 (3,660) - 8,198 (2,650) 5,548
-------- -------- -------- -------- -------- --------
Total costs and
expenses 443,862 (60,977) - 382,885 (73,764) 309,121
-------- -------- -------- -------- -------- --------
Operating income
(loss) (42,909) 14,898 - (28,011) 4,702 (23,309)
-------- -------- -------- -------- -------- --------
Interest expense (15,319) 1,677 10,733 (2,909) 52 (2,857)
Loss on businesses
sold/held for sale (1,132) 1,132 - - - -
Other income
(expense), net (6,783) 1,119 - (5,664) (7) (5,671)
-------- -------- -------- -------- -------- --------
Income (loss) from
continuing
operations before
income tax (66,143) 18,826 10,733 (36,584) 4,747 (31,837)
Income tax provision
(benefit) 1,205 (205) - 1,000 - 1,000
-------- -------- -------- -------- -------- --------
Income (loss) from
continuing
operations $(67,348) $ 19,031 $ 10,733 $(37,584)$ 4,747 $(32,837)
======== ======== ======== ======== ======== ========
(Loss) per share
from continuing
operations $ (79.69) $ (2.97)
======== ========
Average shares
outstanding 880 11,058
======== ========
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)
Pro Forma Pro Forma Pro Forma
Robertson- Adjust- Adjust- Adjust- Robertson-
Ceco As ments ments ments Ceco
Reported (7) (4) Total (5) Pro Forma
---------- --------- -------------------------------------
Net revenues $379,906 $(35,166) $ - $344,740 $(64,249) $280,491
-------- -------- -------- -------- -------- --------
Cost of sales 323,619 (33,280) - 290,339 (51,307) 239,032
Selling, general
and administrative
expenses 59,190 (9,789) - 49,401 (8,424) 40,977
-------- -------- -------- -------- -------- --------
Total costs and
expenses 382,809 (43,069) - 339,740 (59,731) 280,009
-------- -------- -------- -------- -------- --------
Operating income
(loss) (2,903) 7,903 - 5,000 (4,518) 482
-------- -------- -------- -------- -------- --------
Interest expense (10,762) 643 6,491 (3,628) 35 (3,593)
Loss on businesses
sold/held for sale (9,700) 9,700 - - - -
Other income
(expense), net 771 378 - 1,149 (149) 1,000
-------- -------- -------- -------- -------- --------
Income (loss) from
continuing
operations before
income tax (22,594) 18,624 6,491 2,521 (4,632) (2,111)
Income tax provision
(benefit) 9 (135) - (126) - (126)
-------- -------- -------- -------- -------- --------
Income (loss) from
continuing
operations $(22,603) $ 18,759 $ 6,491 $ 2,647 $ (4,632) $ (1,985)
======== ======== ======== ======== ======== ========
(Loss) per share
from continuing
operations $ (3.65) $ (.17)
======== ========
Average shares
outstanding 6,217 11,682
======== ========
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- Pro Forma Pro Forma Robertson-
Ceco As Adjustments Adjustments Ceco
Reported (8) Total (5) Pro Forma
---------- ----------- ----------- ----------- ----------
Net revenues $279,803 $ (8,265) $271,538 $(49,044) $222,494
-------- -------- -------- -------- --------
Cost of sales 238,066 (8,568) 229,498 (39,654) 189,844
Selling, general and
administrative
expenses 39,446 (2,208) 37,238 (5,565) 31,673
Restructuring expense 3,125 (900) 2,225 - 2,225
-------- -------- -------- -------- --------
Total costs and
expenses 280,637 (11,676) 268,961 (45,219) 223,742
-------- -------- -------- -------- --------
Operating income
(loss) (834) 3,411 2,577 (3,825) (1,248)
-------- -------- -------- -------- --------
Interest expense (3,556) - (3,556) 16 (3,540)
Loss on businesses
sold/held for sale (9,800) 4,800 (5,000) - (5,000)
Other income
(expense), net 489 (13) 476 412 888
-------- -------- -------- -------- --------
Income (loss) from
continuing
operations before
income tax (13,701) 8,198 (5,503) (3,397) (8,900)
Income tax provision 265 (112) 153 - 153
-------- -------- -------- -------- --------
Income (loss) from
continuing
operations $(13,966) $ 8,310 $ (5,656) $ (3,397) $ (9,053)
======== ======== ======== ======== ========
(Loss) per share
from continuing
operations $ (.89) $ (.57)
======== ========
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 March 3, 1995, Robertson-Ceco Corporation ("the Company") sold the business
and assets of its Concrete Construction Division (the "Concrete Division"),
which provides subcontracting services for forming poured-in-place, reinforced
concrete buildings, to Ceco Concrete Construction Corp. ("Ceco Concrete"), a
newly formed entity owned by Pettibone Corporation, an entity controlled by
the Company's Chief Executive Officer. The consideration consisted of $11.5
million of cash, adjusted to reflect an as of sale date of October 1, 1994, a
$3 million interest bearing promissory note (the "Concrete Note"), payable in
three equal annual installments, with interest at 7%, and the assumption of
certain liabilities by the purchaser. Additionally, the purchaser agreed to
provide a substitute indemnity, bonds or collateral to satisfy the Company's
bonding obligations with respect to those contracts transferred to Ceco
Concrete.
The Concrete Division operated as the sole component of the Company's concrete
construction segment. The accompanying unaudited pro forma financial
information is presented to illustrate the estimated effects of the sale of
the Company's Concrete Division. The Pro Form Condensed Consolidated Balance
Sheet is presented as if the sale had occurred on September 30, 1994. The Pro
Forma Condensed Consolidated Statement of Operations for the years ended
December 31, 1991, 1992 and 1993 and the nine months ended September 30, 1994
assume that the sale had occurred at the beginning of the periods presented.
During 1988, the Company adopted a formal plan to discontinue its fixed-price
custom curtainwall operations. Certain contracts related to the Company's
discontinued custom curtainwall operations continue to be the subject of
litigation. In one of the actions (the "New York Litigation"), the owner and
the general contractor for the project claimed the Company and Federal
Insurance Company ("Federal"), as issuer of a performance bond in connection
with the Company's work, are liable for $29.9 million in excess completion
costs and delay damages due to the Company's alleged failure to perform its
obligations under its subcontract. In March 1995, the Company and Federal
entered into an agreement under which Federal has agreed to hold the Company
harmless from claims pending in the New York Litigation. Under the agreement,
Federal will assume control of the New York Litigation. As consideration for
Federal's obligations, the Company assigned the Concrete Note to Federal, and
agreed to pay Federal $1.0 million per year, in equal quarterly installments,
commencing March 24, 1995, for seven years without interest. As security for
the payment obligations to Federal, the Company granted to Federal a security
interest in all of the Company's assets and the purchaser delivered a
financial guarantee insurance policy securing payment of the Concrete Note.
The Federal Agreement contains certain change of control provisions which
require that the Company (a) have at least 30% of its common stock owned by
Andrew Sage, the Company's Chairman, and Michael Heisley, the Company's Chief
Executive Officer, and (b) have as its Chairman and/or Chief Executive Officer
either Andrew Sage or Michael Heisley or both. In the event that these
conditions are not met, Federal may require immediate payment of all remaining
unpaid amounts. The accompanying Pro Forma Consolidated Balance Sheet is
presented as if the settlement between the Company and Federal had occurred on
September 30, 1994 and the Pro Forma Statements of Operations exclude any
interest earned from the Concrete Note.
Pro Forma Assumptions - Disposition of Assets
- - ---------------------------------------------
(A) On February 3, 1992, pursuant to an Amended Agreement of Purchase and
Sale of Assets, the Company sold its door, and certain of its domestic
building products and construction businesses for approximately $135
million (the "Disposition").
The businesses sold include the operations of the Ceco Door Products,
Ceco Entry Systems and Ceco/Windsor Door operating units of the Company
(the "Door Business") and that portion of the Company's H.H. Robertson
Company (USA) operating unit engaged in the design, fabrication,
marketing, sale and erection of industrial and architectural wall, roof
and other building products systems including foam and laminated
products, profile products and accessories, Versacor coatings and
Resolite fiberglass products (the "X-1 Business"). Additionally, during
the first quarter of 1992 the Company sold its floor and deck business
and a foreign subsidiary.
Concurrent with the Disposition, the Company repaid amounts outstanding
under its Revolving Credit Facility (the "Facility"), as well as certain
other debt, and entered into an Amended and Restated Loan Agreement with
Wells Fargo Bank, N.A. (the "Refinancing").
The sale of the Door Business was reflected in the historical financial
statements of the Company as a discontinued operation in accordance with
APB 30 while the sale of the X-1 Business, the floor and deck business
and the foreign subsidiary, (collectively the "Sold Businesses") were
reflected as the disposal of a portion of a segment of a business. The
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1991 assumes that the sale of the Sold Businesses had
occurred at the beginning of the year and that the proceeds resulting
from the Disposition were utilized to repay amounts outstanding under
the Facility and that amounts of cash restricted pursuant to the
Refinancing earned interest during the year.
(B) On November 9, 1993, the Company sold all of the common stock of H.H.
Robertson (U.K.) Limited (the "U.K. Subsidiary"), a wholly-owned
subsidiary of the Company.
The Pro Forma Condensed Consolidated Statements of Operations for the
years ended December 31, 1991, 1992 and 1993 assume that the sale of the
U.K. Subsidiary had occurred at the beginning of the period presented.
(C) On December 27, 1994, 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
Gregg Sage, a member of the Company's Board of Directors.
The Pro Forma Condensed Consolidated Statements of Operations for the
years ended December 31, 1991, 1992 and 1993 and the nine months ended
September 30, 1994 assume that the sale of the Cupples Division had
occurred at the beginning of the periods presented.
(D) The sale of the Concrete Division will be reflected in the historical
financial statements as a discontinued operation in accordance with APB
No. 30. The Company expects to realize a gain on the sale of the
Concrete Division which is not reflected in the accompanying Pro Forma
Condensed Consolidated Statements of Operations. The Pro Forma
Condensed Consolidated Statements of Operations assume that the sale of
the Concrete Division occurred at the beginning of each period
presented.
(E) During the quarter ended September 30, 1994, the Company decided to sell
or dispose of its remaining European building products operations (the
"European Operations"). The assets and liabilities of the European
Operations were netted and presented within other 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 Statements of Operations
for the years ended December 31, 1991, 1992 and 1993 and the nine months
ended September 30, 1994 have not been adjusted to exclude the operating
results of the European Operations. Additionally, the Pro Forma
Condensed Consolidated Statement of Operations for the nine months ended
September 30, 1994 includes a charge of $5 million to write-down the net
assets of the European Operations to their estimated net realizable
value and provide for costs and expenses expected to be incurred in
connection with the transactions.
The following table summarizes the revenues and income (loss) from
continuing operations of the European Operations for the years ended
December 31, 1991, 1992 and 1993, and the nine months ended September
30, 1994:
Nine Months
Ended
Year Ended December 31, September 30,
1991 1992 1993 1994
------- ------- ------- -------------
`
Revenues $60,512 $53,197 $29,350 $16,072
======= ======= ======= =======
Income (loss)
from continuing
operations $(2,043) $ (682) $(1,150) $(1,288)
======= ======= ======= =======
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.
Pro Forma Assumptions -- Exchange Offer
- - ---------------------------------------
(F) On July 14, 1993, the Company consummated an exchange offer for its
15.5% Discount Subordinated Debentures due 2000 and its outstanding
cumulative convertible preferred stock for new debt and common stock
(the "Exchange Offer"). On July 23, 1993, a 1 for 16.5 reverse split of
the Company's common stock became effective (the "Reverse Split").
The Pro Forma Condensed Consolidated Statements of Operations for the
years ended December 31, 1991, 1992 and 1993 assume that the Exchange
Offer had been consummated at the beginning of each period presented.
All common stock share amounts and per share data presented herein have
been restated to reflect the Reverse Split.
Pro Forma Adjustments - Condensed Consolidated Balance Sheet
- - ------------------------------------------------------------
(1) Represents the receipt of proceeds, net of estimated costs and expenses,
from the sale of the Concrete Division and elimination of assets sold
to, and liabilities assumed by, Ceco Concrete Construction Corp.
(2) Reflects reductions in current and noncurrent notes receivable as a
result of the Company's assignment of the Concrete Note to Federal and
an increase in the loss reserve of $2 million to reflect total amounts
due Federal pursuant to the settlement agreement between the Company and
Federal.
Pro Forma Adjustments - Condensed Consolidated Statements of Operations
- - -----------------------------------------------------------------------
(3) Represents the elimination of all revenues and expenses associated with
the Sold Businesses, the U.K. Subsidiary and the Cupples Division.
Additionally, reflects the reversal of the loss recorded on the sale of
the Sold Businesses and a reduction in interest expense resulting from
the application of the proceeds from the disposition to reduce amounts
outstanding under the Facility. Interest income has been recorded on
amounts of cash which would have been restricted.
(4) Reflects reduction in interest expense resulting from the Exchange
Offer.
(5) Represents the elimination of all revenues and expenses associated with
the Concrete Division.
(6) Represents the elimination of all revenues and expenses associated with
the U.K. Subsidiary and the Cupples Division and the reversal of the
additional loss recorded on the sale of the Sold Businesses.
(7) Represents the elimination of all revenues and expenses associated with
the U.K. Subsidiary and the Cupples Division and the reversal of the
loss recorded on the sale of the U.K. Subsidiary.
(8) Represents the elimination of all revenues and expenses associated with
the Cupples Division and reversal of the loss recorded on the sale of
the Cupples Division.
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: March 20, 1995 By: /s/ John C. Sills
------------------------------
John C. Sills
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
ROBERTSON-CECO CORPORATION
FORM 8-K
MARCH 3, 1995
EXHIBIT INDEX
- - -------------
The following exhibits are filed herewith:
Sequentially
Exhibit Number Exhibit Description Numbered Page
- - -------------- ------------------- -------------
2.1 Agreement for Purchase and 17
Sale of Assets by and between
Robertson-Ceco Corporation and
Ceco Concrete Construction
Corp. dated March 3, 1995.