SEC Info - Premier Industrial Corp - ‘8-K’ for 1/23/96

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Premier Industrial Corp – ‘8-K’ for 1/23/96 – EX-99.1

As of: Wednesday, 1/24/96 · For: 1/23/96 · Accession #: 912057-96-761 · File #: 1-04903

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/24/96  Premier Industrial Corp           8-K:5,7     1/23/96    5:250K                                   Merrill Corp/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-10.1     Material Contract                                     75    281K 
 3: EX-10.2     Material Contract                                     14     38K 
 4: EX-10.3     Material Contract                                     25     65K 
 5: EX-99.1     Miscellaneous Exhibit                                  4     17K

EX-99.1 — Miscellaneous Exhibit

EX-99.1 1st Page of 4 TOC ↑Top Previous Next ↓Bottom Just 1st
[PREMIER INDUSTRIAL CORPORATION LETTERHEAD]

FOR IMMEDIATE RELEASE

FARNELL ELECTRONICS PLC AND

PREMIER INDUSTRIAL CORPORATION PROPOSE COMBINATION

CLEVELAND, OHIO January 23, 1996 - Farnell Electronics PLC (LONDON STOCK
EXCHANGE: FRNL.LN) of Leeds, England and Premier Industrial Corporation (NYSE:
PRE) of Cleveland, Ohio jointly announced today that they have signed a
definitive merger agreement. Upon completion of the merger, the name of the
combined enterprise is to become Premier Farnell PLC. The combination of the
two businesses creates the world's third largest electronics distributor, and
with its industrial distribution business, gives combined sales of more than
$1.6 billion.

Premier will be merged into a wholly-owned US subsidiary of Farnell. This
transaction, which has been unanimously approved by the Boards of Directors of
both companies, is valued at approximately $2.8 billion, or $34.00 per share of
Premier common stock. The consideration to be paid for each share of Premier
common stock in the merger will consist of approximately one-half cash, with the
balance a combination of Farnell ordinary (common) shares and new $1.35
cumulative, convertible preference shares. Farnell will be seeking a listing on
the New York Stock Exchange for the American Depository Receipts (ADRs)
representing both the ordinary and preference shares to be issued in the merger.

The proposed combination is subject to the approvals of shareholders of both
Farnell and Premier and appropriate regulatory reviews and approvals. The three
Mandel founders and certain affiliated shareholders have agreed to vote shares
representing an aggregate of 54% of the outstanding Premier common stock in
favor of the merger. Accordingly, it is expected that the Premier shareholders
will approve the transaction. The merger is expected to close in the second
quarter of 1996. Following the merger, the Mandel family will be a significant
shareholder.

Financing for the merger has been arranged by Farnell, and is expected to
consist of the proceeds of a new loan facility with National Westminster Bank
Plc, and a rights offering to be made to Farnell's shareholders outside the US,
and from cash on hand.

EX-99.1 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
PREMIER INDUSTRIAL CORPORATION - Page 2

Farnell, which had revenues for its fiscal year ended January 29, 1995 of
approximately $817 million (US) and pre-tax profits of approximately $94 million
(US), distributes electronic and electrical components. Farnell operates in
sixteen countries, primarily in the UK and Europe, with less than 10% of its
business from the rest of the world. Premier, which had revenues of $818
million and pre-tax earnings of $172 million for its fiscal year ended May 31,
1995, is a distributor of electronic components and industrial maintenance and
repair products. Premier's principal operations are conducted in the US, with
less than 10% of its business from international activities. (A fact sheet
about each company is included with this press release.)

Mr. Richard Hanwell, 52, Chairman of Farnell, will become Chairman of Premier
Farnell PLC and Mr. Howard Poulson, 53, its Group Chief Executive. Mr. Morton
L. Mandel, 74, Chairman of the Board of Premier, will become Deputy Chairman of
Premier Farnell PLC and Chairman of Premier Farnell Corp., the company through
which North American operations will be conducted. The world headquarters of
Premier Farnell PLC will be in Wetherby, West Yorkshire, England, with North
American activities headquartered in Cleveland, Ohio.

"This is an outstanding opportunity to develop a substantial multi-national
electronic components distribution operation," said Mr. Hanwell, Chairman of
Farnell. "The combination of Farnell and Premier will create a new force in the
market which we believe will offer substantial benefits to shareholders and
customers alike in the development of an integrated marketing strategy, the
provision of improved choice through the combination of franchises, and the
realization of significant operational efficiency benefits."

Mr. Mandel, Chairman of Premier, said, "This compelling strategic combination
offers tremendous opportunity for our shareholders, customers and employees, as
it will create a significant multi-national company. The complementary
geographic coverage of our respective organizations will form a strong
foundation for enhanced growth in both electronics and industrial distribution.
In light of our similar cultures and shared vision for the future, we expect a
smooth integration of our two companies."

EX-99.1 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
PREMIER INDUSTRIAL CORPORATION - Page 3

Farnell is a major supplier of electronic and electrical components, satisfying
customer needs in all major areas of the electronics industry. Premier is a
supplier of electronic components for industrial and consumer products;
maintenance and repair products for industrial, commercial and institutional
applications; and a manufacturer of high-performance fire fighting equipment.

#####

This notice shall not constitute an offer of any of the securities of Farnell
Electronics PLC. Any such offering may only be made by means of a prospectus
within the meaning of Section 2(10) of the Securities Act of 1933.

INQUIRIES

Premier Industrial Corporation: Farnell Electronics PLC:
William J. Evanson Richard Hanwell, Chairman
Tel. No. 216-361-4375 Howard Poulson, Chief Executive
Tel. No. 44-1937-587241

NatWest Markets:
Clive Baker, Director
Tel. No. 44-171-375-6161

Gleacher NatWest, Inc.
James Goodwin, Managing Director
Tel. No. 212-418-4242

Ludgate Communications:
Terry Garrett
Carolyn St. Aubyn
Tel. No. 44-171-216-4455

EX-99.1 Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
FACTSHEET (a)
PREMIER FARNELL COMBINATION
(all financial data in U.S. dollars)

[Enlarge/Download Table]

CATEGORY PREMIER FARNELL
-------- ------- -------

1. Business Data
-------------

A. Year Incorporated 1946 1966

B. Earnings Record Record earnings 34 of 36 29 consecutive years
years as a public co. of increased earnings

C. Product Categories 74% electronics 100% electronics
distribution distribution

D. Market +90% N. America +90% UK and Europe

E. Primary Focus Broadline electronics and industrial Broadline electronics distributor
distributor with one stop with both volume and catalog
shopping and superior service. operations in Europe
Largest electronics catalog
operation in N. America

F. Number of Products Over 165,000 Over 70,000
G. Number of Countries 9 16
H. Number of Employees- 4,500 2,300
approximate

2. Financial Statistics (Fiscal
----------------------------
Year End) May 31, 1995 January 29, 1995
---------
A. Revenues $818 million $817 million
B. Pre-tax earnings $172 million $94 million
C. Pre-tax earnings as a % of 21.0% 11.5%
revenues
D. Total assets $556 million $492 million
E. Net worth $474 million $331 million

3. Stock Data
----------
A. No. of shares outstanding 82.2 million 136.4 million
B. 52-week price range
1) High $26 1/8 $11.30
2) Low $22 1/2 $8.29
3) Close as of Jan. 22, 1996 $24 1/8 $10.20

(a) Based on results for most recent completed fiscal year, as reported in the
respective companies' annual reports. Pounds sterling have been converted
to U.S. dollars at the exchange rate then in effect.

This factsheet is to be reviewed in conjunction with a press release, dated
January 23, 1996.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	1/24/96
For Period End:	1/23/96	1	4
	1/22/96	4
	5/31/95	2	4	10-K
	1/29/95	2	4
				List all Filings

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Filing Submission 0000912057-96-000761 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Premier Industrial Corp – ‘8-K’ for 1/23/96 – EX-99.1

As of: Wednesday, 1/24/96 · For: 1/23/96 · Accession #: 912057-96-761 · File #: 1-04903

Current Report — Form 8-KFiling Table of Contents

EX-99.1 — Miscellaneous Exhibit

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents