-----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, DLeKJP3a41ndCPOXWPRxscir1sgVTU1yXaYHjKXDo7Fp/KTl+AL4OmbuxW1orsNx XFxBLFL8240EJREK+tZN+A== 0000057201-95-000008.txt : 19951206 0000057201-95-000008.hdr.sgml : 19951206 ACCESSION NUMBER: 0000057201-95-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951120 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05486 FILM NUMBER: 95599272 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 8-K 1 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 (Earliest Event Reported): November 20, 1995 Exact name of Registrant as specified in its charter: The Diana Corporation State or Other Jurisdiction of Incorporation: Delaware Commission File Number: 1-5486 I.R.S. Employer Identification Number: 36-2448698 Address of Principal Executive Office: 8200 West Brown Deer Road Suite 200 Milwaukee, WI 53223 Registrant's Telephone Number, Including Area Code: (414) 355-0037 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 20, 1995, C&L Acquisition Corporation, a subsidiary of the Registrant's subsidiary, C&L Communications, Inc. ("C&L"), acquired 80% of the common stock of Valley Communications, Inc. ("Valley") from Henry P. Mutz, Christopher M. O'Connor and Kenneth R. Hurst for approximately $4,000,000 and future consideration contingent on Valley attaining defined levels of pre tax earnings in specified time periods through March 2001. Valley is one of the largest network installation and service companies in California. Funds for the acquisition will be obtained from C&L's revolving line of credit with Sanwa Business Credit Corporation. In addition, Valley's minority shareholders will finance through October 2000 up to $1 million of the purchase price at a rate of 10% per annum. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of businesses acquired. It is impracticable to provide the required financial information at the time of the filing of this report. The required financial information will be filed within 60 days. (b) Pro Forma Financial Information. It is impracticable to provide the required pro forma financial information at the time of the filing of this report. The required pro forma financial information will be filed within 60 days. (c) Exhibits 99.1 Press release dated November 30, 1995. 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. THE DIANA CORPORATION (Registrant) /s/ R. Scott Miswald Vice President and Treasurer Date: December 5, 1995 EX-99.1 2 For Further Information Contact: Richard Y. Fisher (414) 355-0037 THE DIANA CORPORATION (NYSE-DNA) ACQUIRES VALLEY COMMUNICATIONS, INC. Milwaukee, WI, November 30, 1995; The Diana Corporation announced that it has acquired a majority interest in Fremont, California based Valley Communications, Inc. Valley Communications, Inc. is one of the largest network installation and service companies in California. Valley offers its clients a broad range of expertise in design, engineering and installation of all major structured wiring services for voice and data communications networking. Valley is also a value reseller for several major networking electronics manufacturers including Cisco Systems, Bay Networks and Racal Datacom. This positions Valley as a premiere "one-stop" source for all communications planning and installation needs. This acquisition presents Diana with a significant entry into the fast changing U.S. communications/networking industry. The relationship with Diana will assist Valley in its expansion of products, services and geographical area. Valley's current management team will continue to operate the company, with plans to add additional professional staff to assist in meeting the growth projections of the near future. The Diana Corporation, through its subsidiaries, Sattel Communications Company and C&L Communications, Inc., is a telecommunications equipment provider to telephone companies, systems integrators and interconnect companies, both within the U.S. and internationally. C&L is a value-added distributor of products sold into wide area and local area integrated networks to transport voice, data and video communications. Sattel is a manufacturer of technologically advanced voice and data central office telecommunications equipment for use in public switched telephone networks and for use in private data networks. -----END PRIVACY-ENHANCED MESSAGE-----