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): April 2, 2004
Commission File Number 1-14959
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0971239
(State of Incorporation) (IRS Employer Identification No.)
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(Address of Principal Executive Offices and Zip Code)
(414) 358-6600
(Registrant's Telephone Number)
Item 5. OTHER EVENTS.
On April 2, 2004, Brady Corporation ("Brady") entered into a definitive
agreement to acquire EMED Co., Inc. in a cash transaction for $190 million.
EMED, headquartered in Buffalo, New York, is a direct marketer and manufacturer
of identification products, including traffic and parking signs, warehouse and
shipping signage, first aid and protective wear, security and emergency
preparedness products, and other custom signage and safety solutions. EMED
employs about 200 people.
(Unaudited) In fiscal 2003, ended December 31, 2003, EMED had sales of $55
million and EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) of $24 million. Depreciation and amortization was approximately
$1 million for fiscal 2003. As of December 31, 2003, EMED had total assets of
approximately $58 million and net working capital, excluding current portion of
long-term debt of $7 million.
Brady expects to fund part of the purchase price with proceeds from new credit
facilities organized by Bank of America. The transaction is expected to close in
May 2004, subject to customary closing conditions including antitrust review.
Item 9. Regulation FD Disclosure
Brady expects this acquisition to be slightly accretive to net income in fiscal
2004. For fiscal 2005, Brady expects the acquisition to be accretive to net
income by $0.15 to $0.20 per diluted class A common share. These estimates
consider the following items: interest expense, purchase accounting allocation
and amortization of intangible assets, net effects of integration costs and
synergy benefits and a higher effective income tax rate as this is a purely
domestic business. Examples of synergies include cost savings from combining
catalog printing costs, product procurement and shipping costs, among others.
This Form 8-K contains forward-looking information, as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking information in this
Form 8-K involves risks and uncertainties, including, but not limited to,
domestic and international economic conditions and growth rates; fluctuations in
currency exchange rates for international currencies versus the U.S. dollar; the
successful implementation of a new enterprise-resource-planning system; the
ability of the Company to acquire, integrate and achieve anticipated synergies
from new businesses; the ability of the Company to adjust its cost structure to
changes in levels of sales and product mix in a timely manner; variations in the
economic or political conditions in the countries in which the company does
business; technology changes; and the continued availability of sources of
supply. The Company cautions that forward-looking statements are not guarantees,
since there are inherent difficulties in predicting future results, and that
actual results could differ materially from those expressed or implied in
forward-looking statements.
SIGNATURE
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.
BRADY CORPORATION
Date: April 5, 2004 /s/ Frank M. Jaehnert
-----------------------------------
Frank M. Jaehnert
President &
Chief Executive Officer