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Hanson Plans to Spin Off Company, Reduce Debt

February 22, 1995

LONDON (AP) _ Hanson PLC, the Anglo-American industrial conglomerate, readied itself Wednesday for more acquisitions by unveiling a plan to spin off 34 U.S. companies and cut its debt.

Hanson said it will place the subsidiaries, including Jacuzzi Whirlpool Baths, Farberware Cookware and Ames Hardware Tools, into a new group that will be listed on the New York Stock Exchange.

The various pieces of the new company, U.S. Industries Inc., had sales of nearly $3 billion last year. That would have placed it about 162nd on the Fortune magazine list of the 500 largest American industrial companies.

Hanson stockholders initially will own all shares of the new company, which is taking on debt in order to help Hanson improve its balance sheet.

``The reduction in debt will enable Hanson to position itself better for major and bolt-on acquisitions as opportunities arise,″ chief executive Derek Bonham said in a statement. Hanson declined elaboration although in a news conference Bonham held out the possibility of stepping into into an entirely new line of business.

London traders say the market has been full of speculation recently that Hanson might try to buy two big British companies _ construction group Costain Group PLC and the utility Yorkshire Electricity PLC. Hanson has declined to confirm or deny any interest in such deals.

By spinning off the various U.S. companies, Hanson for now will leave itself focusing on seven core businesses: chemicals, coal, building materials, cranes, tobacco, forest products and propane.

Key U.S. subsidiaries of Hanson in those businesses are Peabody Holding Co. Inc., the biggest U.S. coal producer, based in St. Louis, and Quantum Chemical Corp., of New York.

The top executive for the new U.S. conglomerate is David H. Clarke, 53, now deputy chairman and chief executive of Hanson Industries, the U.S. arm of Hanson PLC.

Clarke said U.S. Industries could sell off some of its companies to cut back its own debts, but he did not name any potential candidates for disposal. The companies that will make up U.S. Industries employ about 23,000 people worldwide.

Through a financing arrangement with Bank of America NT&SA, U.S. Industries will get a credit line of $1.65 billion.

U.S. Industries will immediately draw down $1.4 billion and give $1.35 billion to Hanson, which will cut its debts to about $2.76 billion from $3.78 billion.

Hanson earned $1.68 billion on revenues of $17.53 billion for the year ending Sept. 30. The companies being spun off as U.S. Industries earned about $238 million on revenues of $2.99 billion.

Hanson said U.K. stockholders will get one share of U.S. Industries for each 100 shares of Hanson they own, while holders of American Depositary Receipts will get one new share of U.S. Industries for each 20 ADRs.

The deal requires shareholder approval but is expected to have been completed by June, Hanson said.

Mark Cusack, who follows Hanson for the London brokerage Barclays de Zoete Wedd, said the deal seems of marginal value to shareholders, at least in the short run.

Investors could conceivably cash in, however, if management of the new conglomerate performs well and this pushes the stock price higher.

``What this does is in one fell swoop is cleans up the too-small-to-matter interests in a tax-efficient manner,″ Cusack said.

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