UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
---------
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
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 Number: 0-26630
------------
CULLIGAN WATER TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0350629
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Culligan Parkway, Northbrook, IL 60062
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(847) 205-6000
------------------------------
(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 and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 21,389,130 shares of common
stock, par value $0.01 per share, as of June 2, 1997.
FORM 10-Q
---------
CONTENTS
--------
Page Number
PART I - FINANCIAL INFORMATION -----------
---------------------
Consolidated Condensed Balance Sheets at January 31, 1997
and April 30, 1997................................................... 1
Consolidated Condensed Statements of Operations for the
three months ended April 30, 1996 and 1997........................... 3
Consolidated Condensed Statements of Cash Flows for the
three months ended April 30, 1996 and 1997........................... 4
Notes to the Consolidated Condensed Financial Statements............. 5
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 8
PART II - OTHER INFORMATION
-----------------
Item 6: Exhibits and Reports on Form 8-K............................ 11
Signature............................................................ 12
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
at January 31, 1997 and April 30, 1997
(in thousands)
January 31, April 30,
1997 1997
----------- -----------
(audited) (unaudited)
Assets
------
Current assets:
Cash and cash equivalents............................................................... $ 8,984 $ 13,244
Accounts and notes receivable, net of allowance for doubtful accounts of $5,695
and $5,603 at January 31, 1997 and April 30, 1997, respectively..................... 80,843 93,263
Inventories............................................................................. 47,213 50,616
Deferred income taxes................................................................... 10,964 10,782
Prepaid and other current assets........................................................ 4,650 7,337
-------- --------
Total current assets................................................................ 152,654 175,242
Property, plant and equipment, net of accumulated depreciation............................... 78,740 91,738
Intangible assets, less accumulated amortization of $117,671 and $118,357 at
January 31, 1997 and April 30, 1997, respectively....................................... 76,883 100,790
Other noncurrent assets...................................................................... 29,085 22,114
-------- --------
Total assets........................................................................ $337,362 $389,884
======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
at January 31, 1997 and April 30, 1997
(in thousands, except share data)
January 31, April 30,
1997 1997
----------- ----------
(audited) (unaudited)
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable....................................................................... $ 23,867 $ 28,274
Accrued expenses....................................................................... 35,414 33,750
Accrued income taxes................................................................... 1,536 19,769
Short-term debt and current maturities of long-term debt............................... 12,414 17,905
-------- --------
Total current liabilities............................................................ 73,231 99,698
-------- --------
Long-term liabilities:
Long-term debt......................................................................... 36,231 34,227
Noncurrent and deferred income taxes................................................... 29,805 30,054
Other noncurrent liabilities........................................................... 24,455 24,499
-------- --------
Total long-term liabilities.......................................................... 90,491 88,780
-------- --------
Minority interest........................................................................ -- 3,875
Stockholders' equity:
Common stock ($.01 par value; 60,000,000 shares authorized;
21,342,957 and 21,384,130 shares issued and outstanding at
January 31, 1997 and April 30, 1997, respectively)................................... 213 214
Additional paid-in capital............................................................. 235,894 236,477
Retained earnings (deficit)............................................................ (61,780) (35,187)
Foreign currency translation adjustment................................................ (687) (3,973)
-------- --------
Total stockholders' equity........................................................... 173,640 197,531
-------- --------
Total liabilities and stockholders' equity......................................... $337,362 $389,884
======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
2
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Unaudited Consolidated Condensed Statements of Operations
for the three months ended April 30, 1996 and 1997
(in thousands, except per share data)
Three Months Three Months
Ended Ended
April 30, April 30,
1996 1997
------------ ------------
Net sales..................................................................... $ 83,390 $ 99,403
Cost of goods sold............................................................ 46,652 54,354
----------- -----------
Gross profit................................................................ 36,738 45,049
Selling, general and administrative expenses.................................. 25,814 30,251
Amortization of goodwill...................................................... 58 299
Amortization of other intangible assets....................................... 9,661 415
----------- -----------
Operating income............................................................ 1,205 14,084
Interest income............................................................... 459 412
Interest expense.............................................................. (1,382) (1,235)
Gain on disposition of investment in affiliate................................ -- 31,098
Other income (expense), net................................................... 236 624
----------- -----------
Income before income taxes, minority interest and extraordinary item........ 518 44,983
Income taxes.................................................................. 3,866 17,855
Minority interest............................................................. -- 114
----------- -----------
Income (loss) before extraordinary item..................................... (3,348) 27,014
Extraordinary item for write-off of capitalized refinancing costs (net of
applicable income tax benefit of $272)...................................... -- (422)
----------- -----------
Net income (loss)........................................................... $ (3,348) $ 26,592
=========== ===========
Primary income (loss) per share (Note 2):
Income (loss) before extraordinary item..................................... (0.17) 1.22
Extraordinary item.......................................................... 0.00 (0.02)
----------- -----------
Net income (loss) per share................................................. $ (0.17) $ 1.20
=========== ===========
Weighted average common and common equivalent shares outstanding............ 19,914,450 22,123,142
=========== ===========
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Unaudited Consolidated Condensed Statements of Cash Flows
for the three months ended April 30, 1996 and 1997
(in thousands)
Three Months Three Months
Ended Ended
April 30, April 30,
1996 1997
------------ ------------
Cash flows from operating activities:
Net income (loss)...................................................... $(3,348) $26,592
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Amortization....................................................... 9,719 714
Depreciation....................................................... 2,385 2,858
Gain on sales of assets............................................ (97) (66)
Gain on disposition of investment in affiliate..................... -- (31,098)
Deferred income taxes.............................................. (298) 192
Changes in assets and liabilities:
Receivables, net................................................. (1,782) (9,997)
Inventories...................................................... (543) (4,348)
Other current assets............................................. (1,217) (918)
Accounts payable and accrued expenses............................ (1,962) 14,772
Other Net........................................................ (405) (3,246)
------- -------
Net cash provided by (used in) operating activities.............. 2,452 (4,545)
------- -------
Cash flows from investing activities:
Proceeds from sales of property, plant and equipment................... 5,644 107
Proceeds from disposition of investment in affiliate................... -- 50,897
Purchases of property, plant and equipment............................. (3,388) (8,599)
Payments for acquisitions.............................................. (1,441) (32,133)
Payments for investments in joint ventures............................. -- (3,406)
------- -------
Net cash provided by investing activities........................ 815 6,866
------- -------
Cash flows from financing activities:
Proceeds from exercise of stock options................................ -- 465
Net repayments of long-term debt....................................... (792) (2,421)
Net short-term borrowings (repayments)................................. (1,731) 4,359
------- -------
Net cash provided by (used in) financing activities.............. (2,523) 2,403
------- -------
Effect of foreign exchange rate changes on cash............................ (111) (464)
------- -------
Net increase in cash and cash equivalents.................................. 633 4,260
Cash and cash equivalents at beginning of year............................. 3,877 8,984
------- -------
Cash and cash equivalents at end of period................................. $ 4,510 $13,244
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest............................................................. $ 1,488 $ 1,041
Income taxes......................................................... $ 698 $ 521
======= =======
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Consolidated Condensed Financial Statements
for the quarter ended April 30, 1997
(in thousands)
1. GENERAL
Culligan Water Technologies, Inc. and subsidiaries (Culligan or the Company)
are engaged in the manufacture and sale of water purification and treatment
products and services. A substantial part of the Company's sales are made to
franchised dealers and licensees.
In the opinion of management, the unaudited interim consolidated financial
information of the Company contains all adjustments, consisting only of
those of a recurring nature, necessary to present fairly the Company's
financial position and results of operations. All significant intercompany
accounts, transactions and profits have been eliminated. These financial
statements are for interim periods and do not include all information
normally provided in annual financial statements and should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
January 31, 1997 filed with the Securities and Exchange Commission. The
results of operations for interim periods are not necessarily indicative of
the results that may be expected for the full year.
2. NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed based on the weighted average number
of common shares and common share equivalents outstanding. Stock options are
not included as share equivalents for the three month period ended April 30,
1996 because they are antidilutive.
3. INVENTORIES
Inventories consisted of the following:
January 31, April 30,
1997 1997
----------- -----------
(audited) (unaudited)
Raw materials........................... $19,137 $20,318
Work in process......................... 7,788 7,540
Finished goods.......................... 20,288 22,758
------- -------
$47,213 $50,616
======= =======
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
January 31, April 30,
1997 1997
----------- -----------
(audited) (unaudited)
Land and land improvements.............. $ 21,113 $ 21,258
Buildings............................... 28,289 32,486
Machinery and equipment................. 51,132 61,196
-------- --------
100,534 114,940
Less accumulated depreciation........... (21,794) (23,202)
-------- --------
$ 78,740 $ 91,738
======== ========
5
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
for the quarter ended April 30, 1997
(in thousands)
5. INTANGIBLE ASSETS
Intangible assets consisted of the following:
January 31, April 30,
1997 1997
----------- -----------
(unaudited) (unaudited)
Trademarks....................................................... $44,160 $ 43,857
Goodwill......................................................... 26,424 50,630
Other intangible assets.......................................... 6,299 6,303
------- --------
$76,883 $100,790
======= ========
Amortization of intangible assets consists of the following:
Three Months Ended
Expected April 30,
Useful ------------------------
Life 1996 1997
-------- ----------- -----------
(unaudited) (unaudited)
Amortization of reorganization value in excess of
identifiable assets.................................... 3 $9,330 $ --
Amortization of trademarks and other
"Fresh Start" intangibles.............................. 40 325 325
------ ----
"Fresh Start" amortization.............................. 9,655 325
Amortization of goodwill................................ 10 to 40 58 299
Amortization of other intangibles....................... 3 to 9 6 90
------ ----
$9,719 $714
====== ====
"Fresh Start" amortization is for a period of primarily three years
beginning June 30, 1993 and represents the expense arising from the
adoption of "Fresh Start" accounting in accordance with the American
Institute of Certified Public Accountants Statement of Position 90-7
entitled "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" (SOP 90-7).
6. ACCRUED EXPENSES
Accrued expenses consisted of the following:
January 31, April 30,
1997 1997
----------- -----------
(audited) (unaudited)
Accrued compensation and vacation............................ 12,963 $11,571
Other........................................................ 22,451 22,179
------- -------
$35,414 $33,750
======= =======
6
CULLIGAN WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
for the quarter ended April 30, 1997
(in thousands)
7. FINANCING ARRANGEMENTS
On April 30, 1997, the Company signed a new credit facility to replace its
existing $150 million reducing revolving credit facility (the "New Credit
Facility"). The Company borrowed $37.8 million under the new facility to
repay outstanding indebtedness under previous financing arrangements in May
1997. The New Credit Facility is a $300 million multi-currency revolving
credit facility consisting of a $200 million, five-year multi-currency
revolving credit facility and a $100 million, 364-day multi-currency
revolving credit facility, which at the option of the Company may be
converted into a four year amortizing term loan. The New Credit Facility
provides for unsecured multicurrency borrowings and a facility for the
issuance of letters of credit. The New Credit Facility is guaranteed by the
Company's principal domestic subsidiaries. Loans under the New Credit
Facility bear interest, at the election of the Company, at either a base
rate based on (i) the higher of the prime rate or (ii) .5% per annum above
the Federal Funds Rate or (iii) a Eurodollar rate, together with an
applicable margin tied to the Company's financial leverage. The New Credit
Facility contains certain customary representations and warranties and
certain financial and other covenants, including restrictions on the
incurring of indebtedness, the creation of liens, sales of assets, the
making of investments and the payment of dividends and repurchases of
common stock, as well as certain customary events of default.
In connection with the signing of the new credit facility, the Company was
required to write-off certain capitalized costs associated with the
previous credit facility. The write-off of $694, net of an applicable tax
benefit of $272, is reflected as an extraordinary item on the accompanying
consolidated condensed statement of operations.
8. ACQUISITIONS AND DIVESTITURES
During the three month period ended April 30, 1997, the Company completed
several acquisitions to compliment existing products and businesses for
approximately $32,133 and $2,659 in cash and debt, respectively. The
acquisitions are accounted for using the purchase method. Purchase price in
excess of net assets acquired is recorded as goodwill.
On March 15, 1997, the Company disposed of its investment in Anvil
Holdings, Inc. for total cash proceeds of approximately $50,897. The
transaction, which included repayment of outstanding accrued interest
receivable and dividends resulted in a pre-tax gain of approximately
$31,098.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Comparative Summary of Operating Results
- ----------------------------------------
The following discussion and analysis of results of operations compare the
Company's results of operations for the three months ended April 30, 1997 with
the Company's results of operations for the three months ended April 30, 1996.
As an aid to understanding the Company's operations on a comparative basis, the
following table has been prepared to set forth certain statement of operations
and other data for the three months ended April 30, 1996 and April 30, 1997.
Three Months Ended
April 30,
1996 1997
---------------------------------------------
(dollars in thousands)
Dollars % Dollars %
------- ------ ------- -----
Net sales............................................. $83,390 100.0% $99,403 100.0%
Gross Profit.......................................... 36,738 44.1% 45,049 45.3%
Selling, general and administrative expenses.......... 25,814 31.0% 30,251 30.4%
Amortization of intangible assets..................... 9,719 714
------- -------
Operating Income...................................... 1,205 14,084
Gain on disposition of investment in affiliate........ -- 31,098
Other income (expense), net........................... 236 624
------- -------
Income before interest and income taxes............... $ 1,441 $45,806
======= =======
Adjusted income before interest and taxes (a)......... $10,771 12.9% $14,708 14.8%
- --------------------------------
(a) Adjusted income before interest and taxes has been calculated as follows:
Three months ended
April 30,
---------------------
1996 1997
-------- --------
(dollars in thousands)
Income before interest and taxes......................................... $ 1,441 $ 45,806
Amortization of reorganization value in excess of identifiable assets.... 9,330 --
Gain on disposition of investment in affiliate........................... -- (31,098)
------- --------
Adjusted income before interest and taxes........................... 10,771 14,708
======= ========
8
Three Month Period Ended April 30,1997 Compared to the Three Month Period Ended
April 30, 1996
Net Sales. Sales increased to $99.4 million during the first quarter of fiscal
1998 from $83.4 million during the first quarter of fiscal 1997, an increase of
$16.0 million or 19.2%. Household product sales increased $10.8 million, or
25.2%, primarily due to the introduction of consumer markets product lines
beginning in the second half of fiscal 1997, increased sales of softener and
drinking water products and increased sales at the Company's retail operations
in the U.S. Approximately $4.2 million of the increase in household sales
resulted from acquisitions consummated during the second half of fiscal 1997 and
the beginning of fiscal 1998. Commercial and industrial product sales increased
$5.2 million, or 12.8%, primarily due to acquisitions of non-U.S. operations
during the second half of fiscal 1997 and the beginning of fiscal 1998. Changes
in currency exchange rates had an unfavorable impact on sales of $2.1 million,
during the first quarter.
Gross Profit. Gross profit increased to $45.0 million during the first quarter
of fiscal 1998 from $36.7 million in the first quarter of fiscal 1997, an
increase of $8.3 million, or 22.6%. Gross profit as a percentage of sales
increased to 45.3% during the first quarter as compared to 44.1% during the same
quarter in the prior year, due to a shift in product mix in both U.S. and non-
U.S. markets and the impact of acquisitions in the first quarter of fiscal 1998.
Selling, General and Administrative ("SG&A"). As a percentage of sales, SG&A
was 30.4% for the quarter, a decrease, as a percentage of sales, of 0.6% from
the comparable prior year period. The improvement was related to continued cost
containment initiatives as well as the impact from acquired businesses which
have, after integration, a SG&A level as a percentage of sales below the
Company's historical levels.
Amortization of Intangible Assets. Amortization of intangible assets decreased
significantly in the first quarter of fiscal 1998 from the comparable prior year
period due to amortization related to "Reorganization Value in Excess of
Identifiable Assets" resulting from "Fresh Start" accounting as required by SOP
90-7, which became fully amortized in June 1996. This decrease was slightly
offset by additional goodwill amortization related to acquisitions during fiscal
1997 and the first quarter of fiscal 1998.
Other Income (Expense), Net. The increase in other income (expense), net in the
first quarter of fiscal 1998 as compared to the first quarter of the prior
fiscal year was largely due to the inclusion in the prior year of a loss on the
disposal of property in Belgium for which there were no comparable amounts in
fiscal 1998.
Adjusted Income Before Interest and Taxes. Adjusted income before interest and
taxes increased $3.9 million, or 36.6%, to $14.7 million in the first quarter of
fiscal 1998 from $10.8 million in the comparable period of the prior fiscal year
due principally to the reasons described above.
Interest Income (Expense), Net. Interest income (expense), net improved
slightly during the first quarter of fiscal 1998 as a reduction in borrowings
resulting from the paydown of debt with proceeds from the Company's disposition
of its equity investment in an affiliate was largely offset by borrowings to
fund additional acquisitions during the quarter.
Income Taxes. The effective tax rate differs from the U.S. federal statutory
rate primarily because of differences in non-U.S. tax rates, the impact of state
taxes and the nondeductibility of goodwill and certain other expenses.
9
Liquidity and capital resources
- -------------------------------
The Company's operating cash requirements consist principally of working capital
requirements, scheduled payments of principal on its outstanding indebtedness
and capital expenditures. The Company believes that cash flow from operating
activities and periodic borrowings will be adequate to meet the Company's
operating cash requirements in the future.
In the three months ended April 30, 1997, cash used in operating activities was
$4.5 million, compared to cash provided of $2.5 million in the prior year's
comparable period. This decrease resulted from increases in working capital
which were required to fund the higher sales volume and new initiatives such as
the consumer markets product lines and the growth-in-partnership program
providing financing to dealers for acquisitions.
Cash utilized for capital expenditures during the three months ended April 30,
1997 was $8.6 million. Capital expenditures have increased over historical
levels primarily due to expenditures associated with a new water treatment
facility in the Caribbean and the expansion of manufacturing operations at the
Company's Everpure facility. Capital expenditures are expected to continue to be
made, as required, for the purpose of maintaining and improving operating
facilities and equipment to increase manufacturing efficiencies and enhance the
Company's competitiveness and profitability on a worldwide basis.
On April 30, 1997, the Company signed a new credit facility to replace its
existing $150 million reducing revolving credit facility (the "New Credit
Facility"). The Company borrowed $37.8 million under the new facility to repay
outstanding indebtedness under previous financing arrangements in May 1997. The
New Credit Facility is a $300 million multi-currency revolving credit facility
consisting of a $200 million, five-year multi-currency revolving credit facility
and a $100 million, 364-day multi-currency revolving credit facility, which at
the option of the Company may be converted into a four year amortizing term
loan. The New Credit Facility provides for unsecured multicurrency borrowings
and a facility for the issuance of letters of credit. The New Credit Facility is
guaranteed by the Company's principal domestic subsidiaries. Loans under the New
Credit Facility bear interest, at the election of the Company, at either a base
rate based on (i) the higher of the prime rate or (ii) .5% per annum above the
Federal Funds Rate or (iii) a Eurodollar rate, together with an applicable
margin tied to the Company's financial leverage. The New Credit Facility
contains certain customary representations and warranties and certain financial
and other covenants, including restrictions on the incurring of indebtedness,
the creation of liens, sales of assets, the making of investments and the
payment of dividends and repurchases of common stock, as well as certain
customary events of default. As of June 6, 1997, the Company had available
credit under its New Credit Facility of $256.8 million.
Since the spin-off from its former parent in September 1995, the Company
completed several acquisitions of businesses which complement existing products
and operations of the Company. The aggregate purchase price of approximately
$83.5 million, which includes the assumption of approximately $16.7 million of
debt, was financed through borrowings under its previous credit facility. The
Company intends to continue to make strategic acquisitions as part of its
business strategy and presently expects to finance these activities either by
internally generated funds, bank borrowings, public offerings or private
placements of equity or debt securities, or a combination of the foregoing. No
assurance can be given, however, with respect to the financial or business
effect of any possible future acquisitions.
The Company's principal non-U.S. operations are located in Western Europe, the
economies of which are not considered to be highly inflationary. The Company's
subsidiaries in Spain, Italy and Belgium are subject to currency fluctuations
because these subsidiaries have monetary assets and liabilities denominated in
other than their respective local currencies. It is the Company's policy not to
speculate in non-U.S. currencies, but rather to hedge against currency changes
by using bank borrowings by its non-U.S. subsidiaries to reduce the extent to
which its monetary assets are at risk. From time to time, the Company has
entered into forward exchange contracts in order to hedge its exposure on
certain intercompany transactions. At April 30, 1997, the Company had two
forward exchange contracts. The contracts, which total $3.9 million, expire in
July 1997. Net assets of the Company's non-U.S. subsidiaries translated at April
30, 1997 exchange rates were approximately $40.2 million at April 30, 1997, a
decrease of approximately 5.4% from January 31, 1997.
10
PART II - OTHER INFORMATION
- ---------------------------
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) 3. Exhibits
Copies of the following exhibits are available at a charge of $.25 per page upon
written request to the Secretary of the Company at One Culligan Parkway,
Northbrook, IL 60062.
Exhibit
Number Description
- -------
10.14 Credit Agreement dated as of April 30, 1997 (the "Credit Agreement")
among the Borrowers, as defined therein, Bank of America Illinois, as
an Administrative Agent, Swing Line Lender and Letter of Credit
Issuing Lender, Harris Trust and Savings Bank, as Documentation Agent,
The First National Bank of Chicago, as Syndication Agent, and the
financial institutions party thereto.
10.15 Short-Term Credit Agreement dated as of April 30, 1997 (the "Credit
Agreement") among the Borrowers, as defined therein, Bank of America
Illinois, as Administrative Agent, Swing Line Lender and Letter of
Credit Issuing Lender, Harris Trust and Savings Bank, as Documentation
Agent, The First National Bank of Chicago, as Syndication Agent, and
the financial institutions party thereto.
10.16 Amendment No. 1, dated as of January 31, 1997 (this "Amendment"), by
and between Culligan Water Technologies, Inc., and Douglas A. Pertz to
the Employment Agreement dated as of December 15, 1994, by and between
Culligan International Company, Douglas A. Pertz.
10.17 Employment Agreement dated as of February 1, 1997, by and between
Culligan Water Technologies, Inc. and Douglas A. Pertz.
10.18 Amended and Restated Agreement and Plan of Merger dated as of February
5, 1997 among Culligan Water Technologies, Inc., Culligan Water
Company, Inc., Ametek, Inc., and Ametek Aerospace Products, Inc.*
(b) Reports on Form 8-K
The registrant filed a report on Form 8-K with the disclosures
required by Item 5 thereof on February 14, 1997.
- -----------------
* Incorporated by reference to the registrant's Registration Statement
on Form S-4 (File No. 333-26953).
11
SIGNATURE
---------
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 thereunto duly authorized.
CULLIGAN WATER TECHNOLOGIES, INC.
(Registrant)
By: /s/ Michael E. Salvati
----------------------------------
Name: Michael E. Salvati
Title: Vice President, Finance and
Chief Financial Officer
Date: June 14, 1997
---------------
12