-----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, PepAhZWdPU0J0Yx7UfyK33LjrL7Dqk7iLmmurSOqxcduGWc3Wl+QqX/AQGVsYz7/ zIoFBY/xpq5sZM7JyRQUvw== 0000890566-98-001510.txt : 19980825 0000890566-98-001510.hdr.sgml : 19980825 ACCESSION NUMBER: 0000890566-98-001510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980824 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTACON INC CENTRAL INDEX KEY: 0001050504 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 760531585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13931 FILM NUMBER: 98696474 BUSINESS ADDRESS: STREET 1: 9432 OLD KATY ROAD STREET 2: SUITE 222 CITY: HOUSTON STATE: TX ZIP: 77055 BUSINESS PHONE: 7134638850 MAIL ADDRESS: STREET 1: 9432 OLD KATY ROAD STREET 2: SUITE 222 CITY: HOUSTON STATE: TX ZIP: 77055 8-K 1 Securities and Exchange Commission Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 ---------------------------- Date of Earliest Event Reported: August 17,1998 PENTACON, INC. (Exact name of Registrant as specified in its charter)
Delaware 001-13931 76-0531585 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.)
9432 Old Katy Road, Suite 222 Houston, Texas 77055 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 463-8850 ================================================================================ ITEM 5. OTHER EVENTS On August 17, 1998, Pentacon, Inc. (the "Company") issued a press release announcing that it had signed a definitive agreement to acquire ASI Aerospace Group, Inc. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated August 17, 1998. -2- 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 thereunto duly authorized. PENTACON, INC. By: /s/ Bruce M. Taten -------------------------------- Bruce M. Taten Senior Vice President and General Counsel Date: August 24, 1998 -3- EX-99.1 2 Exhibit 99.1 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR: Pentacon, Inc. CONTACT: Brian Fontana Senior Vice President & CFO (713) 463-8854 FOR IMMEDIATE RELEASE PENTACON, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ASI AEROSPACE GROUP, INC. Houston, Texas, August 17, 1998 - Pentacon, Inc. (NYSE: JIT), a leading distributor of fasteners and other small parts and provider of related inventory management services today announced that it has signed a definitive agreement to acquire ASI Aerospace Group, Inc. ASI Aerospace Group, Inc. has annualized revenues of approximately $73 million, which would bring Pentacon's annualized run rate of revenues to nearly $300 million following this acquisistion. The acquisition is subject to regulatory approvals and other customary conditions and is expected to close in September 1998. ASI Aerospace Group,Inc. supplies fasteners and other related components to the aerospace industry. The company operates through its facilities in San Diego, Torrance and Pasadena, California and Arlington, Texas. Mark E. Baldwin, Chairman and Chief Executive Officer, commented, "The acquisition of ASI Aerospace Group, combined with our recent acquisition of Texas International Aviation, Inc. and our existing aerospace business, creates one of the premier suppliers of aerospace parts and inventory management services in North America. These acquisitions will signifigantly strengthen our capabilities to supply the aerospace industry with a broad range of products, both through just-in-time inventory management programs and normal distribution. The acquisition of the ASI Aerospace Group should be immediately accretive to earnings and will bring an experienced management team to help develop new growth opportunities in the aerospace industry. "The acquisition of the ASI Aerospace Group will give Pentacon approximately $118 million of acquired revenue on a run rate basis since our IPO in March of this year. We continue to see attractive opportunities for expanding our business through acquisitions." This news release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the key factors that could cause actual results to differ materially from expectations, estimates of costs or projected or anticipated changes to cost estimates relating to entering new markets or expanding in existing markets, changes in economic and industry conditions and changes in regulatory requirements. These and other risks and assumptions are described in the Company's reports that are available from the United States Securities and Exchange Commission. Headquartered in Houston, Texas, Pentacon is a leading distributor of fasteners and other small parts and provider of related inventory management services. The Company presently has 27 distribution facilities located in 14 states. -----END PRIVACY-ENHANCED MESSAGE-----