-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0mhZ9ottzL9rYLE2zeYSy/DPjY1k/uR1VIEV6J59oYuAKMu863BC2BXZpjHdZtH 1rFsBwnSNqcOwGnrnA0+pg== 0000950152-97-007329.txt : 19971024 0000950152-97-007329.hdr.sgml : 19971024 ACCESSION NUMBER: 0000950152-97-007329 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970829 ITEM INFORMATION: FILED AS OF DATE: 19971023 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBBEY INC CENTRAL INDEX KEY: 0000902274 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 341559357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12084 FILM NUMBER: 97699664 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4193252100 MAIL ADDRESS: STREET 1: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43699-0060 8-K/A 1 LIBBEY INC. 8-K AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 1997 LIBBEY INC. (Exact name of registrant as specified in its charter) Delaware 1-12084 34-1559357 (State of incorporation) (Commission File Number) (IRS Employer identification No.)
300 Madison Avenue Toledo, Ohio 43604 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 325-2100 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------------------------------------------ (a) Financial Statements of Business Acquired ----------------------------------------- Unaudited combined financial statements for WorldCrisa Corporation and Crisa Corporation as of and for the six months ended June 30, 1997, although not required by Item 7(a), related to the series of transactions with Vitro S.A. ("Vitro") and certain of its subsidiaries described in Item 2 of form 8-K of Libbey Inc. dated August 29, 1997 are attached hereto as exhibits and incorporated herein by this reference. (c) Exhibits -------- Exhibit No. Description ------- ----------- 4 Unaudited Combined Financial Statements for WorldCrisa Corporation and Crisa Corporation as of and for the six months ended June 30, 1997, referenced in Item 7(a) above. 23.1 Consent of Independent Auditors, Deloitte & Touche Mexico, giving permission for incorporation of Vitrocrisa, S.A. de C.V. audited financial statements as part of the Current Report on Form 8-K. (filed herewith) 23.2 Consent of Independent Auditors, Deloitte & Touche LLP, giving permission for incorporation of WorldCrisa Corporation and Crisa Corporation Combined Financial Statements as part of the Current Report on Form 8-K. (filed herewith) 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 thereunto duly authorized. LIBBEY INC. ----------- Registrant Date: October 23, 1997 /s/ Kenneth G. Wilkes --------------------- ---------------------------------------- Kenneth G. Wilkes Vice President, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX Exhibit No Description ------- ----------- 4 Unaudited June 30, 1997 Financial Statements referenced in Item 7(a) for WorldCrisa Corporation and Crisa 23.1 Consent of Independent Auditors, Deloitte & Touche Mexico, giving permission for incorporation of Vitrocrisa, S.A. de C.V. audited financial statements as part of the Current Report on Form 8-K. (filed herewith) 23.2 Consent of Independent Auditors, Deloitte & Touche LLP, giving permission for incorporation of WorldCrisa Corporation and Crisa Corporation Combined Financial Statements as part of the Current Report on Form 8-K. (filed herewith). EX-4 2 EXHIBIT 4 1 EXHIBIT 4 WORLDCRISA CORPORATION AND CRISA CORPORATION (WHOLLY OWNED SUBSIDIARIES OF AMERICAN ASSETS HOLDING COMPANY) Combined Financial Statements Six Months Ended June 30, 1997, Supplemental Schedule Six Months Ended June 30, 1997 2 WORLDCRISA CORPORATION AND CRISA CORPORATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 1997, AND FOR THE SIX MONTHS THEN ENDED: Combined Balance Sheet Combined Statement of Operations and Accumulated Deficit Notes to Combined Financial Statements SUPPLEMENTAL SCHEDULE FOR THE SIX MONTHS ENDED JUNE 30, 1997: Combining Statement of Operations 3 WORLDCRISA CORPORATION AND CRISA CORPORATION UNAUDITED COMBINED BALANCE SHEET JUNE 30, 1997 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Accounts Receivable - net $ 11,496 Inventory 22,766 Prepaid Expenses and other assets 243 --------- Total current assets 34,505 PROPERTY AND EQUIPMENT - NET 378 EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESS 8,239 OTHER ASSETS 375 --------- TOTAL ASSETS $ 43,497 ========= LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Notes payable to banks 16,958 Accounts payable 1,958 Bank overdrafts 437 Due to affiliated companies 4,104 Accrued liabilities 4,491 Current portion of capital lease obligations 62 --------- Total current liabilities 28,010 STOCKHOLDER'S EQUITY Common stock (Class A), $.01 par value - 510 shares authorized, issued and outstanding Common stock (Class B), $.01 par value - 1,490 shares authorized, 490 shares issued and outstanding Common stock, $1 par value - 3,000,000 shares authorized, 2,040,100 shares issued and outstanding 2,040 Paid-in capital 26,142 Accumulated deficit (12,695) --------- Total stockholder's equity 15,487 --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 43,497 =========
See notes to unaudited combined financial statements. 4 WORLDCRISA CORPORATION AND CRISA CORPORATION UNAUDITED COMBINED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS) - --------------------------------------------------------------------------------
NET SALES $ 37,426 COST OF GOODS SOLD 26,510 --------- Gross profit 10,916 OPERATING EXPENSES: Selling and marketing 5,666 General and administrative 2,248 Shipping and warehouse 1,361 --------- Total operating expenses 9,275 --------- OPERATING PROFIT 1,641 OTHER EXPENSE: Interest expense, net (899) Other, net (173) --------- Total other expense (1,072) --------- INCOME BEFORE INCOME TAXES 569 INCOME TAX EXPENSE (138) --------- NET EARNINGS 431 ACCUMULATED DEFICIT, JANUARY 1, 1997 (13,126) --------- ACCUMULATED DEFICIT, JUNE 30, 1997 $ (12,695) =========
See notes to unaudited combined financial statements. 5 NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS 1. The Unaudited Combined Financial Statements presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information as of and for the six months ended June 30, 1997. Since the following unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements including a cash flow; accordingly, they should be read in conjunction with the Combined Financial Statements and notes thereto appearing as Exhibit 2 in Amendment 1 of the Current Report on Form 8-K dated August 29, 1997. The interim results of operations are not necessarily indicative of results for the entire year. 2. The supplemental unaudited Combining Statement of Operations is presented for purposes of additional analysis and is not a required part of the basic unaudited combined financial statements. This supplemental schedule is the responsibility of management. 6 WORLDCRISA CORPORATION AND CRISA CORPORATION UNAUDITED COMBINING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS) - --------------------------------------------------------------------------------
CRISA(1) ------------------------------ WORLDCRISA RETAIL INDUSTRIAL COMBINED NET SALES $ 19,195 $ 10,721 $ 7,510 $ 37,426 COST OF GOODS SOLD 12,660 7,668 6,182 26,510 ------- ------ ------ ------ Gross profit 6,535 3,053 1,328 10,916 OPERATING EXPENSES: Selling and marketing 2,932 1,512 1,222 5,666 General and administrative 1,684 333 231 2,248 Shipping and warehouse 602 448 311 1,361 ------- ------ ------ ------ Total operating expenses 5,218 2,293 1,764 9,275 ------- ------ ------ ------ OPERATING INCOME (LOSS) 1,317 760 (436) 1,641 OTHER EXPENSE: Interest expense, net (537) (214) (148) (899) Other, net (185) 7 5 (173) ------- ------ ------ ------ Total other expense (722) (207) (143) (1,072) ------- ------ ------ ------ INCOME (LOSS) BEFORE INCOME TAXES 595 553 (579) 569 INCOME TAX EXPENSE (95) (25) (18) (138) ------- ------ ------ ------ NET INCOME (LOSS) $ 500 $ 528 $ (597) $ 431 ======= ====== ====== ====== (1) Operating and other expenses related to Crisa Retail ("Retail") and Crisa Industrial ("Industrial") were separately identified and included in the respective operating and other expenses for both divisions. Any remaining operating and other expenses were allocated based on net sales of the divisions.
EX-23.1 3 EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We comment to the incorporation of our report dated March 20, 1997 (August 29, 1997 as to note 14) on the financial statements of Vitrocrisa, S.A. de C.V. as of and for the year ended December 31, 1996, appearing in the Current Report on Form 8-K of Libbey Inc. dated October 17, 1997, by reference in (a) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-64726, for the registration of common stock, (b) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-80448, for the registration of common stock, (c) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-98234, for the registration of common stock (d) the Registration Statement of Libbey Inc. on Form S-8, File Number 333-19459, for the registration of common stock and (e) the Registration Statement of Libbey Inc. on Form S-3, File Number 333-28735, for the registration of debt securities and common stock; and to the reference to us under the heading "Experts" in the Prospectus Supplement to the Prospectus included in The Registration Statement on Form S-3 of Libbey Inc. File Number 333-28735, which is part of such Registration Statement. /s/ Deloitte & Touche Deloitte & Touche Monterey, Mexico October 22, 1997 EX-23.2 4 EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation of our reports dated August 22, 1997 on the combined financial statements of WorldCrisa Corporation and Crisa Corporation (which reports express an unqualified opinion and include an explanatory paragraph regarding a change in the method of capitalizing costs included in inventory) and the supplemental schedule, appearing in the Current Report on Form 8-KA of Libbey Inc. dated October 17, 1997, by reference in (a) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-64726, for the registration of common stock, (b) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-80448, for the registration of common stock, (c) the Registration Statement of Libbey Inc. on Form S-8, File Number 33-98234, for the registration of common stock (d) the Registration Statement of Libbey Inc. on Form S-8, File Number 333-19459, for the registration of common stock and (e) the Registration Statement of Libbey Inc. on Form S-3, File Number 333-28735, for the registration of debt securities and common stock; and to the reference to us under the heading "Experts" in the Prospectus Supplement to the Prospectus included in the Registration Statement on Form S-3 of Libbey Inc. File Number 333-28735, which is part of such Registration Statement. /s/ Deloitte & Touche Deloitte & Touche Dallas, Texas October 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----