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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): SEPTEMBER 19. 1997
TCC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-7399 74-1366626
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
816 CONGRESS AVENUE
SUITE 1250
AUSTIN, TEXAS 78701
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(512) 320-0976
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 19, 1997 a wholly owned indirect subsidiary of the
Registrant, Meyer Machine Company, sold substantially all of its assets for
cash consideration of $6,000,000 plus the assumption of its liabilities by the
purchaser. The purchaser was Meyer Acquisition Corporation, Inc. whose
principal, Eugene Teeter, had been the President of Meyer Machine Company. In
determining the amount of consideration paid by the buyer for the assets of
Meyer Machine Company, the parties reviewed the historical financial statements
of Meyer Machine Company and considered the book value and historical cash flow
and the value of the goodwill of the company. Such consideration was determined
as a result of arms' length negotiations between representatives of Registrant
and the buyer. Registrant also received a favorable opinion from a firm having
appropriate expertise that the transaction was fair to the shareholders of
Registrant from a financial point of view.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial statements
are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet
at June 30, 1997 Page F-1&2
Pro Forma Condensed Consolidated Statements
of Earnings for the:
Year Ended December 31, 1996 Page F-3
Six Months Ended June 30, 1997 Page F-4
The following unaudited pro forma data presents the consolidated balance sheet
of TCC Industries, Inc. ("TCC") as of June 30, 1997 after removal of the assets
and liabilities of Meyer Machine Company and giving affect to the related
consideration and loss on the sale of the assets of Meyer Machine Company. The
pro forma results of operations from continuing operations for the six months
ended June 30, 1997 and the year ended December 31, 1996 have been prepared as
if the disposition had occurred on January 1, 1997 and 1996, respectively. The
pro forma amounts give effect to appropriate adjustments necessary to arrive at
the remainder of the existing business including increased interest income
earned on investing the cash received on the sale of the assets of Meyer
Machine Company and the income tax effects, if any, on the pro forma
operations.
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PRO FORMA FINANCIAL INFORMATION
TCC INDUSTRIES, INC.
Pro Forma Condensed Consolidated Balance Sheet At June 30, 1997
(dollars in thousands)
Unaudited
Pro Forma Adjustments
-----------------------
Historical Meyer(a) Other Pro Forma
---------- ---------- ---------- ----------
Assets
Cash and equivalents $ 1,810 $ 1,345 $ 6,000(b) $ 6,465
Receivables, net 4,450 1,866 2,584
Inventories 6,320 1,571 4,749
Other 542 258 284
---------- ---------- ---------- ----------
Total Current Assets 13,122 5,040 6,000 14,082
Property, plant and
equipment, net 4,108 2,696 1,412
Goodwill, net 784 553 231
Other 741 277 464
---------- ---------- ---------- ----------
Total Assets $ 18,755 $ 8,566 $ 6,000 $ 16,189
========== ========== ========== ==========
See notes to pro forma condensed consolidated financial
statements for an explanation of pro forma adjustments.
F-1
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PRO FORMA FINANCIAL INFORMATION
TCC INDUSTRIES, INC.
Pro Forma Condensed Consolidated Balance Sheet At June 30, 1997
(dollars in thousands)
Unaudited
Pro Forma Adjustments
-----------------------
Historical Meyer (a) Other Pro Forma
---------- ---------- ---------- ----------
Liabilities and
Shareholders' Equity
Notes payable and current
maturities of long-
term debt $ 4,015 $ 107 $ 3,908
Accounts payable, trade 1,029 564 465
Accrued Expenses 1,087 479 270(b) 878
Customer deposits 395 395 0
---------- ---------- ---------- ----------
Total Current
Liabilities 6,526 1,545 270 5,251
Long-term debt, less
current maturities 1,635 573 1,062
Deferred liabilities 212 144 68
---------- ---------- ---------- ----------
Total Liabilities 8,373 2,262 270 6,381
Shareholders' equity 10,382 6,304 5,730(b) 9,808
---------- ---------- ---------- ----------
Total Liabilities and
Shareholders' Equity $ 18,755 $ 8,566 $ 6,000 $ 16,189
========== ========== ========== ==========
See notes to pro forma condensed consolidated financial
statements for an explanation of pro forma adjustments.
F-2
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PRO FORMA FINANCIAL INFORMATION
TCC INDUSTRIES, INC.
Pro Forma Condensed Consolidated Statement Of Earnings
For the six months ended June 30, 1997
(dollars and shares in thousands, except per share amounts)
Unaudited
Pro Forma Adjustments
------------------------
Historical Meyer (a) Other Pro Forma
---------- ---------- ---------- ----------
Revenue $ 10,009 $ 5,348 $ 4,661
Cost of goods sold 6,877 3,401 3,476
---------- ---------- ---------- ----------
Gross profit 3,132 1,947 1,185
Selling, general and
administrative
expenses 3,512 1,491 2,021
---------- ---------- ---------- ----------
Operating income
(loss) (380) 456 (836)
Other income (expense) (715) 29 140 (c) (604)
---------- ---------- ---------- ----------
Income (loss) before
provision
for income taxes (1,095) 485 140 (1,440)
Provision for income
taxes 26 234 (212)(c) 4
---------- ---------- ---------- ----------
Net income (loss) $ (1,121) $ 251 $ (72) $ (1,444)
========== ========== ========== ==========
Weighted average number
of common and
common equivalent
shares outstanding 2,762 2,762
========== ==========
Earnings per common and
common equivalent
share $ (0.41) (0.52)
========== ==========
See notes to pro forma condensed consolidated financial
statements for an explanation of pro forma adjustments.
F-3
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PRO FORMA FINANCIAL INFORMATION
TCC INDUSTRIES, INC.
Pro Forma Condensed Consolidated Statement Of Earnings
For the twelve months ended December 31, 1996
(dollars and shares in thousands, except per share amounts)
Unaudited
Pro Forma Adjustments
------------------------
Historical Meyer (a) Other Pro Forma
---------- ---------- ---------- ----------
Revenue $ 20,002 $ 11,527 $ 8,475
Cost of goods sold 13,831 8,107 5,724
---------- ---------- ---------- ----------
Gross profit 6,171 3,420 2,751
Selling, general and
administrative
expenses 7,321 2,870 4,451
---------- ---------- ---------- ----------
Operating income
(loss) (1,150) 550 (1,700)
Other income (expense) (303) (46) 281 (c) 24
---------- ---------- ---------- ----------
Income (loss) before
provision
for income taxes (1,453) 504 281 (1,676)
Provision for
income taxes 83 194 (115)(c) 4
---------- ---------- ---------- ----------
Net income (loss) $ (1,536) $ 310 $ 166 $ (1,680)
========== ========== ========== ==========
Weighted average number
of common and
common equivalent
shares outstanding 2,760 2,760
========== ==========
Earnings per common and
common equivalent
share $ (0.56) (0.61)
========== ==========
See notes to pro forma condensed consolidated financial
statements for an explanation of pro forma adjustments.
F-4
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TCC Industries, Inc.
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
Note (a): To eliminate the assets and liabilities included in the balance
sheet of Meyer Machine Company as of June 30, 1997.
Note (b): To reflect the proceeds from the sale of the assets of Meyer
Machine Company and loss on sale, as calculated below (in
thousands):
Gross cash proceeds $ 6,000
Less:
Net expenses of sale 270
Historical cost (net
Assets of Meyer
Machine Company) 6,304
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Pre-tax loss $ (574)
-------
Note (c): To reflect the elimination of the operating results of Meyer
Machine Company, and the related tax effects, for the entire
period and to record additional interest income, assuming a 5.0%
yield, that would have been earned by the Company if the cash
proceeds from the sale were available for investment as of
January 1, 1996 and January 1, 1997, respectively).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - CONTINUED.
(c) Exhibits.
(1) Asset Purchase and Sale Agreement dated September 18, 1997
between Meyer Acquisition Corporation, Inc. and Meyer Machine Company, a wholly
owned indirect subsidiary company of TCC Industries, Inc., Registrant.
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 dully authorized.
TCC Industries, Inc.
Date: October 1, 1997 By: /s/ Walter A. DeRoeck
-----------------------------
Walter A. DeRoeck
Chairman
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INDEX TO EXHIBIT
EXHIBIT
NUMBER DESCRIPTION
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(1) Asset Purchase and Sale Agreement dated September 18, 1997 between
Meyer Acquisition Corporation, Inc. and Meyer Machine Company, a
wholly owned indirect subsidiary company of TCC Industries, Inc.,
Registrant.