Form 8-k


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):  September 25, 2003 (September 12, 2003)


MINE SAFETY APPLIANCES COMPANY

(Exact name of registrant as specified in charter)


Pennsylvania 1-15579 25-0668780



(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


  121 Gamma Drive
RIDC Industrial Park
O'Hara Township
Pittsburgh, Pennsylvania
15238  

  (Address of Principal Executive Offices) (Zip Code)  


Registrant's telephone number, including area code:  (412) 967-3000



Item 2. Acquisition or Disposition of Assets.

                On September 12, 2003, Mine Safety Appliances Company (the “Company”) completed the sale of its Callery Chemical Division to BASF Corporation (“BASF”). As a result of the transaction, the Company sold all of its assets used in the operation of the business of developing, producing, selling, marketing and distributing metal strong bases and borane reagents and alkali metals and other related products conducted by the Company under the name Callery Chemical. The sale was completed in accordance with the terms of the Asset Purchase Agreement, dated as of July 18, 2003 (the “Agreement”).

                The Company received $57,769,021 in cash at closing and may receive up to approximately $8,000,000 in additional consideration subject to certain post-closing purchase price adjustments set forth in the Agreement.

                The foregoing description is qualified in its entirety by reference to the Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July 21, 2003 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

  (b) Pro Forma Financial Information

                The Company has attached hereto as Exhibit 99.1, and incorporated by reference herein, an unaudited pro forma consolidated condensed balance sheet as of June 30, 2003. The unaudited pro forma consolidated condensed balance sheet gives effect to the sale of the Callery Chemical Division as if it had occurred on June 30, 2003. The unaudited pro forma consolidated condensed balance sheet at June 30, 2003 was derived from the unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

                The Callery Chemical Division has been reported as a discontinued operation since November 2002, when the Company announced its decision to explore strategic options regarding the future operations of the division. As a result, the Company’s consolidated statements of income included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 reflect the operating results of the Company after giving effect to the sale of the Callery Chemical Division and such information is incorporated herein by reference.

                The unaudited pro forma financial information and related notes included or incorporated by reference herein are provided for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the transaction referred to above had been consummated as of June 30, 2003 (in the case of the unaudited pro forma consolidated condensed balance sheet) or as of September 12, 2003 (in the case of the consolidated statements of income) or of the Company’s future operating results or financial condition.

                The effects of any potential future legal or environmental liabilities that have been retained by the Company pursuant to the terms of the Agreement have not been considered in the attached unaudited pro forma consolidated condensed balance sheet or previously reported income statements incorporated by reference herein.

  (c) Exhibits

    Exhibit No.   Document

    2.1   Asset Purchase Agreement, dated as of July 18, 2003, by and between Mine Safety Appliances Company and BASF Corporation (incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K, filed July 21, 2003)

    99.1   Unaudited Pro Forma Consolidated Condensed Balance Sheet of Mine Safety Appliances Company as of June 30, 2003

    99.2   Consolidated Statements of Income for the year ended December 31, 2002 (incorporated herein by reference to the Company's Annual Report on Form 10-K, filed March 28, 2003)

    99.3   Consolidated Statements of Income for the quarter ended June 30, 2003 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, filed August 12, 2003)


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.


    MINE SAFETY APPLIANCES COMPANY

Date: September 25, 2003   By: /s/ Dennis L. Zeitler
       
  Name:  Dennis L. Zeitler
  Title:   Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX

Exhibit No. Document

  2.1 Asset Purchase Agreement, dated as of July 18, 2003, by and between Mine Safety Appliances Company and BASF Corporation (incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K, filed July 21, 2003)

  99.1 Unaudited Pro Forma Consolidated Condensed Balance Sheet of Mine Safety Appliances Company as of June 30, 2003

  99.2 Consolidated Statements of Income for the year ended December 31, 2002 (incorporated herein by reference to the Company's Annual Report on Form 10-K, filed March 28, 2003)

  99.3 Consolidated Statements of Income for the quarter ended June 30, 2003 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q, filed August 12, 2003)

Form 8-k


Exhibit 99.1

MINE SAFETY APPLIANCES COMPANY
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET JUNE 30, 2003

UNAUDITED

(In thousands)


Historical Adjustments Pro Forma
ASSETS          
     Current assets
         Cash and cash equivalents $   21,158    $ 65,213   (a) $  86,371 
         Trade receivables, net 83,990  83,990 
         Other receivables 38,628  38,628 
         Inventories 86,751  86,751 
         Deferred tax assets 21,804  21,804 
         Prepaid expenses and other current assets 13,384  13,384 
         Assets held for sale 42,218    (39,051)   (a)(b) 3,167 



             Total current assets 307,933    26,162   334,095 



         Property, plant and equipment, net 125,994  125,994 
         Prepaid pension cost 114,265  114,265 
         Deferred tax assets 7,530  7,530 
         Goodwill 43,977  43,977 
         Other noncurrent assets 13,631  13,631 



             TOTAL $ 613,330    $ 26,162   $639,492 



LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities
         Notes payable and current portion of
           long-term debt $     5,194    $    5,194 
         Accounts payable 32,889        32,889 
         Employees' compensation 13,700        13,700 
         Insurance 8,396        8,396 
         Taxes on income 1,399    8,825   (a) 10,224 
         Other current liabilities 37,824    2,900   (c) 40,724 



             Total current liabilities 99,402    11,725   111,127 



     Long-term debt 63,906        63,906 
     Pensions and other employee benefits 66,010        66,010 
     Deferred tax liabilities 64,739        64,739 
     Other noncurrent liabilities 2,375    625   (c) 3,000 



     Shareholders' equity
         Preferred stock 3,569        3,569 
         Common stock 29,271        29,271 
         Stock compensation trust (20,939)       (20,939)
         Treasury shares (135,537)       (135,537)
         Deferred stock compensation (1,407)       (1,407)
         Accumulated other comprehensive (loss) (13,685)       (13,685)
         Earnings retained in the business 455,626    13,812   469,438 



              Total shareholders' equity 316,898    13,812   330,710 



             TOTAL $ 613,330    $ 26,162   $ 639,492 




(a) - - The pro forma consolidated condensed balance sheet gives effect to the sale of Callery Chemical Division to BASF Corporation for approximately $65 million cash and the recognition of estimated transaction costs associated with that sale. A nonrecurring gain of approximately $22.6 million, net of taxes of $8.8 million, has been reflected in the unaudited pro forma balance sheet.

(b) - - Under the terms of the Agreement, accounts receivable and other current assets related to Callery Chemical Division were retained by the Company.

(c) - - The Company will incur legal and advisory fees and certain other transaction-related expenses and obligations in conjunction with the sale of the Callery Chemical Division.