-----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, LtfEtWcNpKXGXnukI22kGPR7PGOX7UlbxPwvU3EnIKFKL0NtvWktZNp80yYU6CuW rbKeXSrJHw4w1T/bR9ELCQ== 0000898430-00-000199.txt : 20000203 0000898430-00-000199.hdr.sgml : 20000203 ACCESSION NUMBER: 0000898430-00-000199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000113 ITEM INFORMATION: FILED AS OF DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTHEWS STUDIO EQUIPMENT GROUP CENTRAL INDEX KEY: 0000855575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 951447751 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18102 FILM NUMBER: 515181 BUSINESS ADDRESS: STREET 1: 3111 N KENWOOD ST CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: 8185255200 MAIL ADDRESS: STREET 1: 2405 EMPIRE AVENUE CITY: BURBANK STATE: CA ZIP: 91504 8-K 1 CURRENT REPORT ON 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) January 13, 2000 MATTHEWS STUDIO EQUIPMENT GROUP ---------------------------------------------------- (Exact name of registrant as specified in its charter) California --------------------------------------------- (State or other jurisdiction of incorporation) 0-18102 95-1447751 ------------------------------------------------------------------------------- (Commission file number) (I.R.S. Employer Identification Number) 3111 North Kenwood Street, Burbank, CA 91505 ------------------------------------------------- (Address of principal executive office) (Zip Code) (818) 525-5200 --------------------------------------------------- (Registrant's telephone number, including area code) N/A --------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events On January 13, 2000, Matthews Studio Equipment Group ("Matthews") entered into a letter of intent for the sale of its New York theatrical lighting rental operations, Four Star Lighting, Inc. ("Four Star"), to Four Star's current management and a group of investors for a purchase price of $30 million cash. The transaction will be structured as a sale of Four Star's assets. In addition to cash consideration, the purchaser will enter into certain strategic agreements with Matthews in connection with the sale. Matthews will have $1 million of equipment rental credits from the purchaser and the right to offer the purchaser's theatrical lighting equipment for rental over Matthews' Showbizmart.com internet site. Matthews will retain its Hollywood theatrical lighting rental operations. Matthews intends to consolidate those operations with its Hollywood Rental Co. grip and lighting equipment rental operations based in Burbank, California. The sale is subject to the parties' agreement on the terms of a definitive acquisition agreement, as well as board and regulatory approval. Matthews intends to use proceeds from the sale of Four Star to reduce bank and other debt. A copy of Matthews' press release regarding the transaction is attached as an exhibit. 2 (2)(c) Exhibits EXHIBIT INDEX Exhibit Document Description - ------- -------------------- 99.3 Press Release regarding sale of Four Star New York. 3 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. MATTHEWS STUDIO EQUIPMENT GROUP (Registrant) Date: January 27, 2000 By: /s/ Anil Sharma -------------------------- Anil Sharma President 4 EX-99.3 2 PRESS RELEASE RE: SALE OF FOUR STAR NEW YORK EXHIBIT 99.3 Four Star Lighting Release Matthews Studio Group Moves Forward on Plan to Sell Four Star Lighting, New York BURBANK, Calif.--(BUSINESS WIRE)--Jan. 13, 1999... Matthews Studio Group (Nasdaq:MATT - news), an international single-source provider of professional ---- ---- equipment to the entertainment industry, today announced, as part of the strategy to consolidate its core businesses and redirect the focus of the company to reduce "brick and mortar" orientation, that it had signed a letter of intent to sell its New York-based theatrical lighting company, Four Star Lighting to the Company's existing management and a group of private investors. The newly formed company, Four Star Lighting Group, headed by Four Star's President, Darren P. DeVerna, plans to purchase the assets of Four Star Lighting from Matthews Studio Group for a value in excess of $30 Million consisting of cash, long-term Internet and marketing agreements and strategic alliances with Matthews Studio Group and ShowbizMart.com. Matthews Studio Group will retain the assets and operations of the Four Star Lighting Hollywood Operation, and will consolidate those operations under Hollywood Rental Co., based in Burbank. The sale is subject to Board of Directors Approval and customary regulatory approval. Founded in 1964 Four Star Lighting is the leading supplier of theatrical equipment to the Broadway market. Mr. DeVerna has headed the company since 1995. Carlos D. DeMattos, Chairman and CEO of Matthews Studio Group, commented: "The planned sale of Four Star allows all of us at Matthews to completely focus on the implementation of our restructuring plans, and returns the helm of a strong niche market to the individuals who will find the most benefit from their localized market placement. We believe that this transaction will be most beneficial to all parties, particularly our clientele in the New York Metropolitan area, and we look forward to a long and prosperous relationship between our companies. I am very pleased that Mr. DeVerna will continue to head the operations of the company, as he has done a great job in the past, and we are both very enthusiastic about the continued growth of Four Star." "This is another major step in the process of divesting certain capital- intensive divisions, relieving debt and improving our cash position, as well as adding resources to the company's investment in ShowbizMart.com." said Anil Sharma, President, Matthews Studio Group. "While with Matthews Studio Group, I gained a great deal of knowledge that will benefit me in the future, my future, like my past will be working on Broadway," commented DeVerna. "I plan to have Four Star Lighting continue and expand its service to theatre, and our long term alliance with Matthews Studio Group and particularly ShowbizMart.com will only enhance our ability to service the market more efficiently." Matthews Studio Group supplies traditional lighting, grip, transportation, generators, camera equipment, professional video and audio equipment, automated lighting and complete theatrical equipment and supplies to entertainment producers through its worldwide distribution network. ShowbizMart.com is designed as the entertainment industry's "one-stop-shop" online resource for production news, information, professional equipment and expendables, as well as consumer-oriented merchandise. Cautionary Statement Regarding Forward-Looking Statements Certain information contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "act''), which became law in December 1995. In order to obtain the benefits of the "safe-harbor'' provisions of the act for any such forward- looking statements, the company wishes to caution investors and prospective investors about significant factors, which, among others, have in some cases affected the company's actual results and are in the future likely to affect the company's actual results and cause them to differ materially from those expressed in any such forward-looking statements. Investors and prospective investors should read this news release in conjunction with the company's most recent Form 10-K and Forms 10-Q. For More Information, Please Contact Matthews Studio Equipment Group, Burbank Carlos D. DeMattos/Anil Sharma, 818/525-5200 -----END PRIVACY-ENHANCED MESSAGE-----