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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 1997
A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware I-475 39-0619790
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
No.)
P.O. Box 23972, Milwaukee, 53223-0972
Wisconsin (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (414) 359-4000
Amendment No. One
The undersigned Registrant hereby amends the following
item of its Current Report filed on Form 8-K dated
May 5, 1997, in the pages attached hereto.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March 31, 1997, gives effect to the sale on April 18, 1997, of the
Company's automotive products business. The Company classified its
automotive products business as "Discontinued Operations" in its 1996 Form
10-K. As part of the Company's overall plan to sell its automotive
products business, the Company also intends to sell its interest in its
40% owned Mexican affiliate. The sale of its Mexican affiliate has not
been finalized, and accordingly, the Company's interest in the affiliate
is shown as a net asset of discontinued operations.
The Company received gross proceeds from the sale of automotive products
of $727 million, which amount reflects additional investment and working
capital changes from the initial price of $625 million and is subject to
final adjustment.
The Pro Forma Condensed Consolidated Balance Sheet reflects the proceeds
received on April 18, 1997. As of June 30, 1997, the Company used
approximately $376 million to pay debt and $100 million to repurchase
stock. The remaining proceeds will be used to repurchase additional stock
and make acquisitions.
No Pro Forma Condensed Consolidated Statement of Earnings is presented
because the Consolidated Statement of Earnings included in the Company's
1996 Form 10-K and Form 10-Q for the quarter ended March 31, 1997,
reflected the automotive products business as a discontinued operation.
Certain expenses have been allocated to the discontinued operations,
including interest expense, which was allocated based on the ratio of net
assets discontinued to the total consolidated net assets of the Company.
There are no pro forma adjustments which would have a material effect on
income from continuing operations. Pro forma earnings per share from
continuing operations for the quarter ended March 31, 1997, would be $.40
per share after considering the effect of the stock repurchase and
assuming the purchases had occurred on January 1, 1997.
A. O. SMITH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(000'S OMITTED)
(Unaudited)
Assumed
Disposition
of Pro Forma
Historical Business Adjusted
(A) (B), (C)
ASSETS
Current Assets
Cash and cash equivalents 2,803 294,524 297,327
Receivables 140,304 140,304
Inventories 89,566 89,566
Deferred income taxes 12,562 12,562
Other current assets 6,552 6,552
Net current assets -
discontinued operations 104,761 (104,761) 0
--------- --------- ---------
Total Current Assets 356,548 189,763 546,311
Net property, plant, and equipment 192,125 192,125
Investment in and advances to
joint ventures 17,312 17,312
Other assets 136,029 (16,400) 119,629
Net long - term assets -
discontinued operations 389,495 (359,671) 29,824
--------- --------- ---------
Total Assets 1,091,509 (186,308) 905,201
========= ========= =========
LIABILITIES
Current Liabilities
Short term debt 376,325 (376,325) 0
Trade payables 76,830 76,830
Accrued payroll and benefits 18,742 18,742
Accrued liabilities 25,597 25,597
Income taxes 4,545 88,073 92,618
Long - term debt due within one
year 8,247 8,247
Disposition related liabilities 66,019 66,019
--------- --------- ---------
Total Current Liabilities 510,286 (222,233) 288,053
Long - term debt 103,071 103,071
Deferred income taxes 30,182 30,182
Other liabilities 51,605 51,605
--------- --------- ---------
Total Liabilities 695,144 (222,233) 472,911
STOCKHOLDERS' EQUITY
Class A Common Stock 29,200 29,200
Common Stock 15,860 15,860
Capital in excess of par 71,290 71,290
Retained earnings 341,712 92,499 434,211
Cumulative foreign currency
translation adjustments (7,917) (7,917)
Treasury stock at cost (53,780) (56,574) (110,354)
--------- --------- ---------
Total Stockholders' Equity 396,365 35,925 432,290
--------- --------- ---------
Total Liabilities and Stockholders'
Equity 1,091,509 (186,308) 905,201
========= ========= =========
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A) The company classified its Automotive Products Company as
discontinued operations in 1996 (See "Discontinued
Operations" note in the company's 1996 Form 10-K and notes to
condensed consolidated financial statements in the company's
March 31, 1997 Form 10-Q). The historical balance sheet
reflects as short term debt the amount of debt that was
repaid with a portion of the sales proceeds received from the
sale of the automotive business.
(B) The disposition adjustments reflect the cash proceeds from
the sale of the automotive business, the elimination of the
net current and long - term assets of the automotive business
other than assets and liabilities retained, repayment of
short-term debt, stock repurchases, the estimated after-tax
gain on sale of the business, and the associated tax
liability.
(C) The actual gain to be recorded as of April 18, 1997 may
differ from the estimated gain reflected in the March 31,
1997 pro forma balance sheet. The Company and the buyer are
in the process of negotiating the final amounts of certain
items.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of January 27,
1997, among A. O. Smith Corporation, A. O. Smith
Enterprises Ltd., Tower Automotive Acquisition, Inc.,
Tower Automotive, Inc. and R.J. Tower Corporation
(incorporated by reference to Exhibit 2.1 of the Form
S-3 Registration Statement of Tower Automotive, Inc.
(Registration No. 333-21943)). Schedules thereto have
not been filed; the Company agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request. (Exhibit previously filed)
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.
A. O. SMITH CORPORATION
(Registrant)
By: /s/W. David Romoser
W. David Romoser
Vice President, General Counsel
and Secretary
Date: July 2, 1997