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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 26, 2002
U.S. Industries, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware 1-14557 22-3568449
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
101 Wood Avenue South
Iselin, N.J. 08830-0169
(Address of Principal (Zip Code)
Executive Offices)
(732) 767-0700
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On April 26, 2002, the registrant sold its business of manufacturing and
distributing indoor and outdoor lighting fixtures (the "Business") to Hubbell
Incorporated and its affiliates, a manufacturer of electrical and electronic
products for commercial, industrial, utility and telecommunications markets,
based in Orange, CT ("Hubbell") pursuant to the Stock and Asset Purchase
Agreement dated as of March 19, 2002 among the registrant, JUSI Holdings, Inc.
("JUSI"), USI Canada Inc. and Hubbell (the "Lighting Agreement"), as amended by
Amendment No. 1 to Stock and Asset Purchase Agreement dated as of April 26, 2002
by and between JUSI and Hubbell ("Amendment No. 1 Agreement"). As provided in
the Lighting Agreement, as amended, registrant sold all of the outstanding
capital stock of LCA Group Inc., a Delaware corporation, Dual-Lite Inc., a
Delaware corporation, and the assets and liabilities of the Progress division of
USI Canada Inc. to Hubbell. The purchase price for the Business was $250 million
in cash, subject to certain adjustments. The total value of the consideration
paid for the Business was determined based on arm's length negotiations between
the registrant and Hubbell.
The Lighting Agreement, Amendment No. 1 Agreement, an Escrow Agreement and
a Tax Sharing and Indemnification Agreement which are filed as Exhibits 2.1,
2.2, 2.3 and 2.4 to this current report on Form 8-K are incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits Description
2.1 Stock and Asset Purchase Agreement dated as of March 19,
2002 among the U.S. Industries, Inc., JUSI Holdings, Inc.,
USI Canada Inc. and Hubbell Incorporated.
2.2 Amendment No. 1 Agreement to Stock and Asset Purchase
Agreement dated as of April 26, 2002 among JUSI Holdings,
Inc. and Hubbell Incorporated.
2.3 Escrow Agreement dated as of April 26, 2002 among U.S.
Industries, Inc., JUSI Holdings, Inc. and Hubbell
Incorporated.
2.4 Tax Sharing and Indemnification Agreement effective as of
March 19, 2002 among U.S. Industries, Inc., JUSI Holdings,
Inc., USI Canada Inc. and Hubbell Incorporated.
99.1 U.S. Industries, Inc. Press Release dated March 20, 2002
(previously filed as Exhibit 99.1 to the registrant's Form
8K on March 20, 2002).
99.2 U.S. Industries, Inc. Press Release dated April 26, 2002,
(previously filed as Exhibit 99.1 to the registrant's
Form 8-K on April 26, 2002).
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.
U.S. Industries, Inc.
Date: April 26, 2002 By: /s/ Steven C. Barre
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Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and Secretary