-----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, KR3VkSzsrf4jAKs1/j8JrYHXnhn9TYpFeo481aYuq5GsVTASLMdLRvXA7Gfz6hzz ImTd43JuNlCvQR+FjAfxDg== 0000026058-98-000014.txt : 19980917 0000026058-98-000014.hdr.sgml : 19980917 ACCESSION NUMBER: 0000026058-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980901 ITEM INFORMATION: FILED AS OF DATE: 19980916 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04639 FILM NUMBER: 98710573 BUSINESS ADDRESS: STREET 1: 905 W BLVD N CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 FORM 8-K ______________________________________________________________________ ______________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 15, 1998 CTS CORPORATION Exact name of registrant as specified in its charter) Indiana 1-4639 35-0225010 (State of other juris- (Commission File (I.R.S. Employer diction of incorporation) Number) Identification No.) 905 West Boulevard North, Elkhart, Indiana 46514 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (219) 293-7511 ______________________________________________________________________ ______________________________________________________________________ Item 5. Other Events The information regarding an announcement on September 15, 1998 contained in the press release, filed as Exhibit A to this report, is incorporated herein by reference. 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. CTS CORPORATION Dated: September 16, 1998 /S/ Jeannine M. Davis Jeannine M. Davis Vice President, Secretary and General Counsel Media Contacts: CTS Corporation Gary Hoipkemier (219) 293-7511 (Elkhart, IN) Motorola Anne Stuessy (847) 480-6848 (Chicago, IL) Shelagh Lester-Smith (852) 2966-4645 (Hong Kong) CTS to Acquire Component Business from Motorola's Automotive, Component, Computer and Energy Sector (SCHAUMBURG, IL 15 September 1998 ) - Motorola, Inc. (NYSE: MOT) and CTS Corporation (NYSE: CTS) today announced an agreement by which CTS will acquire the Component Products Division (CPD) of Motorola's Automotive, Component, Computer and Energy Sector (ACCES). The two companies said they have signed a memorandum of understanding and that the transaction is scheduled to be completed by year-end. The businesses included in the transaction are Motorola's Ceramics, Quartz, Oscillator, Piezoelectric Technology and Surface Acoustic Wave operations. While the final terms of the transaction have not been set, the memorandum of understanding contemplates that CTS will acquire CPD for approximately 1.2 times estimated annual sales. A significant portion of the purchase price would be in the form of deferred payments which are contingent on CPD's future operating results. A CTS spokesperson said that CTS expects to finance a substantial portion of the purchase price through bank borrowings or the issuance of debt securities. The transaction is subject to the execution of definitive documentation, receipt of the appropriate corporate approvals and other conditions. Accordingly, there can be no assurance that the transaction will be completed or, if completed, the timing thereof. Motorola ACCES' Component Products Division has been undergoing a restructuring, which includes the recently announced closing of Costa Rica operations, that will continue into 1999 under CTS's ownership. The restructured business is expected to have sales in excess of $200 million, including sales to Motorola. According to Marios Zenios, vice president and general manager of Motorola's Component Products Group, the decision to sell Motorola ACCES' component business stems from Motorola's initiative to consolidate operations and focus efforts on core businesses to improve the value Motorola provides shareholders. "This is an important strategic transaction for CTS, which will establish us as a major participant in the fast growing high volume wireless communication equipment market," said Joseph P. Walker, CTS chairman and chief executive officer. "The purchase of CPD will provide CTS with new technologically advanced products as well as an outstanding organization. We expect to be able to achieve very substantial synergistic benefits through the integration of CPD and CTS and, equally important, through the strategic supply relationship between Motorola and CTS that will result from the transaction," Walker said. The memorandum of understanding contemplates that Motorola ACCES' Component Products Division will become a wholly-owned subsidiary of CTS and will continue to operate under much the same management team as before, led by Jeff Boehler, currently vice president and general manager, Motorola Component Products Division. It is expected that employees of CPD at the time of the closing will be offered employment with CTS. "CTS is a premier electronic component supplier and we believe our two businesses will make an excellent fit," said Boehler. "Motorola recognizes that strategic supply relationships such as the one being developed with CTS are critical in moving forward with its strategic focus. We believe the combined organization will be particularly well aligned to serve its customers." Motorola is expected to remain a significant customer of CPD under CTS ownership. CTS Corporation designs, manufactures and sells a broad line of electronic components and custom assemblies for OEM customers in primarily the automotive, computer equipment and communications equipment markets worldwide. Headquartered in Elkhart, Indiana, USA, CTS operates 18 manufacturing facilities in the United States, Canada, Mexico, Scotland, Singapore, Taiwan and China. The Company employs more than 4,800 persons worldwide. CTS Corporation's 1997 consolidated sales exceeded $415 million. Motorola is a global leader in software-driven wireless communications, semiconductors, and advanced electronic systems and services. The Component Products Division is part of Motorola's Automotive, Component, Computer and Energy Sector which delivers leadership solutions to customers in the form of platform-based embedded controls and systems. Motorola sales in 1997 were $29.8 billion. -----END PRIVACY-ENHANCED MESSAGE-----