8-K 1 e8-k.txt FORM 8-K 1 UNITED STATES 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): June 30, 2000 SECOM GENERAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-14299 87-0410875 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 46035 GRAND RIVER AVENUE, NOVI, MICHIGAN 48374 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 305-9410 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 30, 2000, Form Flow, Inc. ("Form Flow") and L&H Die, Inc.("L&H Die"; L&H Die and Form Flow are collectively referred to as the "Tooling Segment"), wholly owned subsidiaries of the Registrant, sold substantially all of their operating assets, business and properties, except their real estate, to Alken-Ziegler Tool Company, LLC, as assignee of Alken-Ziegler Livonia, LLC, ("Alken-Ziegler") pursuant to an Asset Purchase Agreement dated as of March 29, 2000 among the Registrant, Form Flow, L&H Die, Alken-Ziegler and GL Ziegler Investments, LLC. Alken-Ziegler paid a purchase price of about $8 million in cash and agreed to assume certain liabilities of the Tooling Segment. The Company expects to receive a cash payment of about $1.6 million for the sale of the real estate on or before July 31, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. PAGE NO. (a) Not Applicable. (b) Unaudited Proforma Consolidated Condensed Financial Information Headnote to Unaudited Proforma Consolidated Condensed Financial Statements F-1 Unaudited Proforma Consolidated Condensed Balance Sheet as of March 31, 2000 F-2 Footnotes to Unaudited Proforma Consolidated Condensed Balance Sheet F-3 Unaudited Consolidated Statement of Operations for the Six Months ended March 31, 2000 F-4 Unaudited Proforma Consolidated Condensed Statement of Operations for the Year Ended September 30, 1999 F-5 Unaudited Proforma Consolidated Condensed Statement of Net Assets in Liquidation as of March 31, 2000 F-6 Footnotes to Unaudited Proforma Consolidated Condensed Statement of Net Assets in Liquidation of March 31, 2000 F-7 Unaudited Proforma Consolidated Condensed Statement of Changes in Net Assets (Liquidation Basis) for the Period September 30, 1999 to March 31, 2000 F-8 (5) Exhibits. See the Exhibit Index on the following page. 3 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The following Unaudited Proforma Consolidated Condensed Balance Sheet as of March 31, 2000 and Unaudited Proforma Consolidated Statements of Operations for the Six Months ended March 31, 2000 and the Year Ended September 30, 1999, give effect to the sale of the discontinued Tooling Segment. The Unaudited Proforma Consolidated Condensed Balance sheet of Secom has been prepared based on its historical unaudited consolidated balance sheet as of March 31, 2000. The adjustments shown reflect the sale of substantially all of the assets as if the disposal of the Tooling Segment had been completed prior to March 31, 2000. Effective April 1, 2000 the Company adopted Liquidation Basis of accounting and therefore the Company has also included an Unaudited Proforma Consolidated Condensed Statement of Net Assets in Liquidation as of March 31, 2000 and an Unaudited Proforma Statement of Changes in Net Assets (Liquidation Basis) for the Period October 1, 1999 to March 31, 2000 for informational purposes. The proforma statements of operations may not be indicative of the results that would have actually occurred if the Tooling Segment had been discontinued effective as of the beginning of the respective periods shown. The proforma financial statements should be read in conjunction with the Company's: 1) audited consolidated financial statements and notes thereto included in the Form 10-K and Annual Report for the fiscal year ended September 30, 1999; 2) Form 10-Q for the quarters ended December 31, 1999 and March 31, 2000; 3) Schedule 14C Information Statement dated May 23, 2000 and 4) Schedule 14A - Preliminary Proxy Statement dated July 13, 2000. F-1 4 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 31, 2000

F-2 5 SECOM GENERAL CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PROFORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. To record the sale of the Tooling Segment's assets, except the real estate and buildings, and the gain on the sale of those assets as if the operation had been discontinued and disposed of prior to March 31, 2000. The Company expects to receive $1.6 million from the sale of the real estate and buildings, on or before July 31, 2000. 2. To record the estimated $1.6 million federal income tax and $100,000 Michigan Single Business tax liabilities on the sale of the Tooling Segment's assets. The liabilities are shown as a reduction in cash. F-3 6 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2000 The following unaudited Statement of Operations for the Six Months Ended March 31, 2000 is shown as reported in the Company's Form 10-Q for the quarter then ended. No proforma adjustments are presented here as the Tooling Segment was reported as "discontinued operations" in the March 31, 2000 Form 10-Q.

F-4 7 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999 The following unaudited proforma adjustments reflect the elimination of the results of operations of the Tooling Segment for the year ended September 30, 1999. The Statement of Operations for the Year Ended September 30, 1999 has been adjusted to reflect the sale of Uniflow, which occurred during February 2000.

F-5 8 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF MARCH 31, 2000 (1)

F-6 9 SECOM GENERAL CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PROFORMA CONSOLIDATED CONDENSED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF MARCH 31, 2000 1. This statement gives effect to the various asset sales and adoption of the Plan of Liquidation as if they had occurred as of March 31, 2000. 2. To record the sale of the Company's Tooling Segment's assets and gain on the sale of those assets as if the operation had been had been discontinued and disposed of prior to March 31, 2000. 3. To record the estimated $1.6 million federal income tax and $100,000 Michigan Single Business tax liabilities on the sale of the Tooling Segment's assets. The liabilities are shown as a reduction in cash. 4. To record the sale of the Company's building and real estate located at 26600 Heyn Drive, Novi, Michigan. The gain is recorded as an increase in cash, net of an estimated $50,000 federal income tax liability. 5. To adjust assets to their estimated liquidation values. The proforma presentation assumes the remaining Novi real estate will sell for a gross price of $2.75 million. F-7 10 SECOM GENERAL CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (LIQUIDATION BASIS) FOR THE PERIOD SEPTEMBER 30, 1999 TO MARCH 31, 2000 The following Proforma Statement of Changes in Net Assets includes the following adjustments to give effect to the asset sales and Plan of Liquidation as if they had occurred as of September 30, 1999. Stockholders equity at September 30, 1999 (going concern, historical cost basis) $ 9,722,500 Proforma adjustments: Net cash received from the sale of the Tooling Segment's assets, in excess of the assets September 30, 1999 historical net cost, less estimated tax liabilities of $1.7 million. 3,309,400 Increase in net assets from revaluing assets to liquidation basis from going concern historical cost basis as of September 30, 1999. 539,100 Net cash received from sale of the Company's building and real estate located at 26600 Heyn Drive, Novi, Michigan, in excess of the assets September 30, 1999 historical net cost, less an estimated federal income tax liability of $50,000. 130,000 Other 44,600 -------------- Net Assets in Liquidation as of March 31, 2000 $ 13,745,600 ==============

F-8 11 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 officer. SECOM GENERAL CORPORATION (Registrant) By: /s/ Scott J. Konieczny ---------------------------------------------- Scott J. Konieczny Its: Chief Financial Officer --------------------------------------------- Dated: July 14, 2000 12 EXHIBIT INDEX Exhibit Description Page 1.1 Asset Purchase Agreement dated March 29, 2000 * Alken-Ziegler Livonia, LLC, GL Ziegler Investments, LLC, Form Flow, Inc., L&H Die, Inc. and Secom General Corporation * Incorporated by reference from Exhibit A to the Registrant's Information Statement on Schedule 14C dated May 23, 2000.

SECOM GENERAL CORP 8-K