SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
August 13, 1997 (August 1, 1997)
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 51-0350629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Culligan Parkway 60062
Northbrook, Illinois (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (847) 205-6000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
On August 1, 1997, the Registrant's wholly owned subsidiary, Culligan Water
Company, Inc. was merged (the "Merger") into Ametek, Inc. ("Ametek") with Ametek
surviving the Merger as a wholly owned subsidiary of the Registrant with its
name changed to Plymouth Products, Inc. Immediately prior to the Merger all of
Ametek's assets, other than those which are part of the Water Filtration
Business (as described below), were transferred to a wholly owned subsidiary of
Ametek ("New Ametek") and New Ametek assumed all of Ametek's liabilities, except
for certain liabilities relating to the Water Filtration Business and $25
million of indebtedness (the "Spin-Off"). In the Merger, each share of Ametek
common stock was converted into the right to receive .105 shares of common stock
of the Registrant (or an aggregate of up to 3,473,298 shares of the Registrant's
common stock) and cash in lieu of fractional shares. The amount and nature of
the consideration was determined as a result of arms-length negotiations between
the Registrant and Ametek. The Water Filtration Business consists of the
Plymouth Products Division of Ametek and three foreign subsidiaries: Ametek
Filters, Limited, APIC International S.A. and AFIMO S.A.M.
Reference is made to the Joint Proxy Statement/Prospectus included in the
Registration Statement on Form S-4 (File No. 333-26953) of the Registrant (the
"Form S-4"), incorporated herein by reference as Exhibit 99.1, for a more
complete description of the Spin-Off and Merger, which description is hereby
incorporated herein by reference. In addition, a copy of the Press Release
issued by the Registrant with respect to the Merger is attached as Exhibit 99.2
hereto and is hereby incorporated herein in its entirety by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The financial statements of the Water Filtration Business set forth on
pages F-1 through F-19 of the Joint Proxy Statement/Prospectus included in the
Form S-4 are hereby incorporated herein in their entirety by reference.
(b) Pro forma financial information
The unaudited condensed financial information set forth on pages 65 through
69 of the Joint Proxy Statement/Prospectus included in the Form S-4 are hereby
incorporated herein in their entirety by reference.
(c) Exhibits
Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4
(incorporated by reference to the Registration
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Statement on Form S-4 (File No. 333-26953) of the
Registrant)
Exhibit 99.2 Press Release dated August 1, 1997 page 4
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.
CULLIGAN WATER TECHNOLOGIES, INC.
Date August 13, 1997
...................................
Edward A. Christensen
Vice President, General Counsel and
Secretary
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