FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 1999
THE VALSPAR CORPORATION
-----------------------
Delaware 1-3011 36-2443580
- -------------------------------- -------------------- ----------------------
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1101 Third Street South, Minneapolis, Minnesota 55415
- ------------------------------------------------------- ----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612)332-7371
Not Applicable
------------------------------------------------------------------
(former name or former address, if changed, since last report)
Item 2. Acquisition or Disposition of Assets
On February 26, 1999, The Valspar Corporation (the "Company") completed
the acquisition of certain operations of Dexter Corporation's Packaging Coatings
business and Dexter Corporation's French industrial coatings subsidiary, Dexter
S.A.S., pursuant to a Dexter Coatings Business Purchase and Sale Agreement
between Dexter Corporation ("Dexter") and the Company dated August 21, 1998 (the
"Purchase Agreement"). Dexter Corporation's Packaging Coatings business is the
worldwide packaging coatings business of the U.S.-based Dexter Corporation and
certain of its affiliates worldwide. Dexter S.A.S. supplies a variety of
industrial coatings to the European market. Combined 1998 sales for the
Packaging Coatings business and Dexter S.A.S. were $212 million.
The Packaging Coatings business acquired has operations in the United
States, Mexico, Brazil, the United Kingdom, Austria, Switzerland, France, Spain,
Japan, Thailand, Singapore and South Africa and supplies beverage can coatings,
food can coatings and specialty coatings. In the United States, the United
Kingdom and Singapore, the Company acquired certain assets and assumed certain
liabilities of the acquired operations. In Mexico, Brazil, Austria, Switzerland,
France, Spain and Thailand, the Company acquired the outstanding share capital
of the Dexter subsidiaries. In Japan and South Africa, the Company acquired
Dexter's majority interests in joint venture affiliates. The Packaging Coatings
business will be combined with the Company's existing worldwide packaging
coatings business.
The industrial coatings business of Dexter S.A.S. is located in
Tournus, France and supplies wood, coil, flexible packaging and general
industrial coatings primarily to the European market.
The total consideration for this transaction was approximately $224.5
million in cash; including approximately $214.5 million for assets and share
capital of Dexter Corporation and certain of its subsidiaries and affiliates,
and $10 million for a non-competition covenant from Dexter Corporation and its
subsidiaries and affiliates. The total consideration paid for this transaction
is subject to adjustment as provided in the Purchase Agreement and was
negotiated after weighing various factors, including earnings, book values,
trends and other customary valuation methods.
The consideration for the acquisition was financed with borrowings from
the Company's recently amended primary credit facility with a consortium of 19
banks led by Wachovia and co-managed by Chase Manhattan.
Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is currently impracticable to provide the required financial
statements of the acquired business. Pursuant to paragraph (a)(4) of
Item 7 of Form 8-K, such financial information will be filed by
amendment not later than 60 days after the due date of this report on
Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
It is currently impracticable to provide the required pro forma
financial information. Pursuant to paragraph (b)(2) of Item 7 of Form
8-K, such financial information will be filed by amendment not later
than 60 days after the due date of this report on Form 8-K.
(c) EXHIBITS.
2.1 Dexter Coatings Business Purchase and Sale Agreement between
Dexter Corporation and the registrant made and entered into as
of August 21, 1998, as amended by the First Amendment to
Dexter Coatings Business Purchase and Sale Agreement dated
February 26, 1999 (pursuant to Rule 24b-2, certain information
has been deleted and filed separately with the Commission).
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.
THE VALSPAR CORPORATION
By /s/ Rolf Engh
----------------------
Name: Rolf Engh
Title: Secretary
Date: March 15, 1999