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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 25, 1996
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Alumax Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-12374 13-2762395
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
5655 Peachtree Parkway, Norcross, GA 30092
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (770) 246-6600
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 2. Acquisition or Disposition of Assets.
On September 25, 1996, Alumax Inc., a Delaware corporation ("Alumax" or
the "Company"), completed the sale of certain of its fabricated products
businesses ("Fabricated Products") in Western Europe and the United States to
Euramax International, Ltd. for approximately $245 million in cash.
The sale, announced on June 27, 1996, did not include any Kawneer
architectural aluminum operations in Europe or the United States, nor did it
include the Company's Magnolia Division in the United States. The businesses
that were sold had annual sales of approximately $500 million and employ
approximately 2,100 people.
Item 5. Other Events.
On October 10, 1996, Alumax and Eduard Hueck GmbH & Co. KG ("Hueck")
announced that they have entered into negotiations regarding the possible
acquisition of Hueck by Alumax. The companies have indicated that negotiations
are ongoing and that any transaction is dependent upon the execution of a
mutually satisfactory definitive agreement, receipt of all required
governmental and regulatory approvals, and the approvals of the board of
directors of Alumax and all selling parties.
Hueck is a family business based in Ludenscheid, Germany, with
subsidiaries in and outside of Germany that serve as distribution centers.
Hueck is a leading manufacturer of aluminum architectural products in Europe,
with 1995 sales revenues of more than DM 340 million ($230 million).
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Unaudited Pro Forma Financial Information.
On September 25, 1996, the Company completed the sale of certain of its
Fabricated Products businesses in the United States and Western Europe to
Euramax International Ltd. for approximately $245 million in cash. On January
31, 1996, the Company purchased all of the issued and outstanding shares of
common stock of Cressona Aluminum Company ("Cressona"), a privately held
Pennsylvania corporation, for $430 million in cash and certain other
consideration. Cressona's results of operations have been included in the
Company's consolidated financial statements since January 31, 1996.
The unaudited pro forma condensed financial statements included herein
reflect both the acquisition of Cressona and the sale of the Fabricated
Products businesses. The Company used substantially all of the proceeds from
the sale of Fabricated Products to retire the Cressona acquisition debt that
remained outstanding at such date. Residual proceeds are expected to be used
for general corporate purposes. The Company will record the Fabricated
Products sale in the quarter ended September 30, 1996. The final gain on sale
is subject to revision for purchase price allocations among the taxing
jurisdictions, transaction expenses and adjustments in sales proceeds related
to changes in working capital occurring from December 31, 1995 to September 25,
1996.
The unaudited pro forma condensed statements of earnings for the year
ended December 31, 1995 and the six months ended June 30, 1996 have been
prepared by adjusting the historical condensed statements of earnings assuming
the sale of Fabricated Products and the acquisition of Cressona each occurred
on January 1, 1995 and January 1, 1996, respectively. The unaudited pro forma
condensed balance sheet has been prepared by adjusting the historical balance
sheet assuming that the Fabricated Products sale occurred on June 30, 1996.
The Cressona acquisition is reflected in the historical balance sheet at June
30, 1996. The unaudited pro forma condensed financial statements have been
prepared assuming that the net proceeds derived from the sale of Fabricated
Products were used to repay short-term debt incurred to finance the Cressona
acquisition.
The unaudited pro forma financial statements are provided for
informational purposes only and are not necessarily indicative of what the
financial statements of the Company would have been had the transactions taken
place on the dates indicated. Further, these unaudited pro forma financial
statements do not purport to indicate the future results of operations or
financial position of the Company.
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The unaudited pro forma condensed financial statements should be read in
conjunction with the consolidated financial statements of Alumax set forth in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
and the unaudited condensed financial statements contained in the Company's
Quarterly Reports on Form 10-Q for the periods ended March 31, 1996 and June
30, 1996, respectively.
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ALUMAX INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Millions of Dollars, Except Per Share Amounts)
Alumax
Alumax Fabricated Pro Forma As
Historical Cressona Products Adjustments Adjusted
---------- -------- ---------- ----------- --------
Net sales $ 2,926.1 $ 490.3 $ (483.5) $ (22.8) (a) $2,910.1
--------- -------- ---------- ----------- --------
Cost and expenses:
Cost of goods sold 2,291.0 391.0 (400.4) (25.4) (a) 2,256.2
Selling, general & administrative 220.2 30.6 (37.6) (10.4) (b) 202.8
Depreciation 109.1 11.5 (8.0) 12.8 (c) 125.4
--------- -------- ---------- ----------- --------
2,620.3 433.1 (446.0) (23.0) 2,584.4
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EARNINGS FROM OPERATIONS 305.8 57.2 (37.5) 0.2 325.7
Gain on sale of assets 128.8 0.0 0.0 128.8
Other income, net 7.3 0.0 (2.8) 4.5
Interest expense, net (65.4) (4.5) 0.0 (11.2) (d) (81.1)
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EARNINGS BEFORE INCOME TAXES 376.5 52.7 (40.3) (11.0) 377.9
Income tax provision (139.1) (0.9) 16.5 (15.8) (e) (139.3)
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NET EARNINGS 237.4 51.8 (23.8) (26.8) 238.6
Preferred dividends (9.3) 0.0 0.0 (9.3)
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NET EARNINGS TO COMMON SHARES $ 228.1 $ 51.8 $ (23.8) $ (26.8) $ 229.3
========= ======== ========== =========== ========
EARNINGS PER COMMON SHARE:
Primary $ 5.05 $ 5.07
Fully-diluted $ 4.33 $ 4.35
WEIGHTED AVERAGE SHARES (IN MILLIONS):
Primary 45.2 45.2
Fully-diluted 54.8 54.8
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ALUMAX INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(a) Reflects $48.6 million elimination of Alumax sales to Cressona combined
with increased external sales of $25.8 million for product sold to
Fabricated Products.
(b) Elimination of redundant costs and impact of aligning compensation
programs.
(c) Earnings effect of depreciating estimated fair values of Cressona
property, plant and equipment.
(d) Additional net interest expense including reduction of interest income
and elimination of Cressona interest expense. Interest expense has been
computed on assumed net borrowings of $169.7 million at an annual average
rate of 6 percent.
(e) Reflects the income tax effect of pro forma adjustments. Tax effects
were calculated using the statutory rates for the taxing jurisdictions
affected by the adjustments.
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ALUMAX INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(Millions of Dollars, Except Per Share Amounts)
Alumax
Alumax Fabricated Pro Forma As
Historical Cressona(1) Products Adjustments Adjusted
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Net sales $1,654.0 $39.7 $(239.3) $(6.5) (a) $1,447.9
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Cost and expenses:
Cost of goods sold 1,312.3 32.4 (195.7) (6.6) (a) 1,142.4
Selling, general & administrative 133.3 2.4 (21.6) (2.6) (b) 111.5
Depreciation 68.9 1.0 (4.8) 1.0 (c) 66.1
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1,514.5 35.8 (222.1) (8.2) 1,320.0
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EARNINGS FROM OPERATIONS 139.5 3.9 (17.2) 1.7 127.9
Gain on sale of assets 171.2 0.0 0.0 171.2
Other income, net 14.9 0.0 0.4 15.3
Interest expense, net (34.1) (0.2) 0.0 4.4 (d) (29.9)
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EARNINGS BEFORE INCOME TAXES 291.5 3.7 (16.8) 6.1 284.5
Income tax provision (113.0) 0.0 6.9 (4.0) (e) (110.1)
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NET EARNINGS 178.5 3.7 (9.9) 2.1 174.4
Preferred dividends (4.7) 0.0 0.0 (4.7)
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NET EARNINGS TO COMMON SHARES $ 173.8 $ 3.7 $ (9.9) $ 2.1 $ 169.7
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EARNINGS PER COMMON SHARE:
Primary $ 3.81 $ 3.72
Fully-diluted $ 3.23 $ 3.16
WEIGHTED AVERAGE SHARES (IN MILLIONS):
Primary 45.6 45.6
Fully-diluted 55.2 55.2
(1) Amounts represent Cressona's operating results for the month ended
January 31, 1996. The Cressona transaction has been accounted for as a
purchase with Cressona's results of operations included in the Company's
historical condensed statement of earnings since January 31, 1996.
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ALUMAX INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(a) Reflects $7.6 million elimination of Alumax sales to Cressona combined
with increased external sales of $1.1 million for product sold to
Fabricated Products.
(b) Elimination of redundant costs and impact of aligning compensation
programs.
(c) Earnings effect of depreciating estimated fair values of Cressona
property, plant and equipment.
(d) Reduction in net interest expense reflects lower average borrowings
related to debt incurred to finance the Cressona acquisition.
(e) Reflects the income tax effect of pro forma adjustments. Tax effects
were calculated using the statutory rates for the taxing jurisdictions
affected by the adjustments.
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ALUMAX INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF FINANCIAL POSITION
AT JUNE 30, 1996
(Millions of Dollars)
Alumax Pro Forma Alumax
Historical Adjustments As Adjusted
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Cash & equivalents $ 24.2 $ 24.2
Proceeds receivable 140.0 140.0
Accounts receivable, net 513.5 $ (75.8) (a) 437.7
Inventories 614.3 (89.1) (a) 525.2
Other current assets 103.8 (1.7) (a)(b) 102.1
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Total current assets 1,395.8 (166.6) 1,229.2
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Property, plant and equipment, net 2,049.0 (60.4) (a) 1,988.6
Other assets 171.8 (1.1) (a) 170.7
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Total assets $3,616.6 $(228.1) $3,388.5
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Accounts payable & accrued liabilities $ 498.5 $ (55.0) (a)(b) $ 443.5
Short-term debt 290.0 (205.3) (c) 84.7
Current maturities 38.4 38.4
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Total current liabilities 826.9 (260.3) 566.6
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Long-term debt 692.6 692.6
Other liabilities 525.3 (4.5) (a) 520.8
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Total liabilities 2,044.8 (264.8) 1,780.0
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Commitments & contingencies
Preferred stock 2.3 2.3
Common stock 0.4 0.4
Paid-in capital 914.1 914.1
Retained earnings 657.4 29.6 (d) 687.0
Currency translation (2.4) 7.1 (a) 4.7
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Total stockholders' equity 1,571.8 36.7 1,608.5
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Total liabilities & stockholders' equity $3,616.6 $(228.1) $3,388.5
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ALUMAX INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENT OF FINANCIAL POSITION
(a) Reflects the net assets of Fabricated Products sold.
(b) Adjustment includes tax effects and expenses of sale.
(c) Reflects the use of net proceeds(after tax) from the sale to pay down
short-term borrowings related to the Cressona acquisition.
(d) Reflects an estimated after tax gain on the Fabricated Products sale.
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(c) Exhibits.
Exhibit 99.1 Purchase Agreement, dated as of June 24, 1996, between Euramax
International, Ltd. and Alumax Inc., filed as Exhibit 10.01 to
Alumax Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference.
Exhibit 99.2 First Amendment, dated as of September 25, 1996, to the Purchase
Agreement, dated as of June 24, 1996, between Euramax
International, Ltd. and Alumax Inc.
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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.
Alumax Inc.
By: /s/ Helen M. Feeney
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Helen M. Feeney
Vice President and Corporate Secretary
Date: October 10, 1996
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EXHIBIT INDEX
Exhibit 99.1 Purchase Agreement, dated as of June 24, 1996, between Euramax
International, Ltd. and Alumax Inc., filed as Exhibit 10.01 to
Alumax Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference.
Exhibit 99.2 First Amendment, dated as of September 25, 1996, to the Purchase
Agreement, dated as of June 24, 1996, between Euramax
International, Ltd. and Alumax Inc.
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