-----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, G7b5mwdsIBOX4IzcjGxVWQDyWwSkKd6tIeB4cBsmFgX2jf+5PmNNUD74v0bzdK69 yuyY9MYjFkj236ogDlOZtA== 0000912057-00-005639.txt : 20000214 0000912057-00-005639.hdr.sgml : 20000214 ACCESSION NUMBER: 0000912057-00-005639 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991217 ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECRANE AIRCRAFT HOLDINGS INC CENTRAL INDEX KEY: 0000880765 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341645569 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-22371 FILM NUMBER: 534254 BUSINESS ADDRESS: STREET 1: 2361 ROSECRANS AVENUE STREET 2: SUITE 180 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4910 BUSINESS PHONE: 3107259123 MAIL ADDRESS: STREET 1: 2361 ROSECRANS AVENUE STREET 2: SUITE 180 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4910 8-K/A 1 8-K/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K / A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 17, 1999 Date of Report (Date of earliest event reported) --------------------- DECRANE AIRCRAFT HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-70365 34-1645569 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2361 ROSECRANS AVENUE, SUITE 180, EL SEGUNDO, CA 90245 (Address, including zip code, of principal executive offices) (310) 725-9123 (Registrant's telephone number, including area code) --------------------- NOT APPLICABLE (Former address and telephone number of principal executive offices, if changed since last report) --------------------- ================================================================================ EXPLANATORY NOTE On December 30, 1999, DeCrane Aircraft Holdings, Inc. filed a Form 8-K describing our acquisition of The Infinity Partners, Ltd. on December 17, 1999. At the time of the filing, audited financial statements of Infinity compliant with Regulation S-X were not yet available. As a result, the pro forma consolidated financial information required by the Securities Exchange Act of 1934 could not be prepared. The purpose of this Form 8-K / A is to amend our initial filing with respect to the Infinity acquisition and provide the required audited financial statements and pro forma financial information reflecting the acquisition. DOCUMENTS REFERRED TO IN THIS REPORT DeCrane Aircraft has filed documents with the Securities and Exchange Commission that we refer to in this report. The documents we refer to and the information they contain are described below. - - Our prospectus dated February 10, 2000, filed pursuant to Rule 424(b)(3) of the Securities Act of 1993 on February 11, 2000. The prospectus includes our audited 1998 financial statements, our unaudited financial statements as of and for the nine months ended September 30, 1999, descriptions of our acquisition by DLJ and of companies we have acquired, audited financial statements of companies we have acquired, and unaudited pro forma consolidated financial information reflecting the acquired companies, including Infinity. - - Our Form 8-K filed on December 30, 1999. The Form 8-K includes information about our acquisition of Infinity. You may read and copy any reports, statements or other information we file at the SEC's reference room in Washington D.C. Please call the SEC at (202) 942-8090 for further information on the operation of the reference rooms. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC, or review our SEC filings on the SEC's EDGAR web site, which can be found at http:\\www.sec.gov. You may also write or call us at our corporate office located at 2361 Rosecrans Avenue, Suite 180, El Segundo, California 90245. Our telephone number is (310) 725-9123. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Our Form 8-K filed on December 30, 1999 is hereby amended by deleting the paragraph in Item 7(a) and replacing it with the following: Audited financial statements of The Infinity Partners, Ltd., including related notes and independent accountants' report, are attached hereto by incorporating by reference to pages F-106 through F-115 of our prospectus dated February 10, 2000 attached as Exhibit 20.2 to this Form 8-K/A as follows:
PAGE Report of Independent Accountants ......................................................................... F-106 Balance Sheets as of December 31, 1998 and September 30, 1999 ............................................. F-107 Statements of Income for the year ended December 31, 1998, the nine months ended September 30, 1998 (unaudited) and the nine months ended September 30, 1999 ................................................................ F-108 Statements of Partners' Equity for year ended December 31, 1998 and the nine months ended September 30, 1999 ................................................................ F-109 Statements of Cash Flows for the year ended December 31, 1998, the nine months ended September 30, 1998 (unaudited) and the nine months ended September 30, 1999 ................................................................ F-110 Notes to the Financial Statements ......................................................................... F-111
1 (b) Pro forma financial information. Our Form 8-K filed on December 30, 1999 is hereby amended by deleting the paragraph in Item 7(b) and replacing it with the following: Unaudited pro forma consolidated financial information reflecting our acquisition of The Infinity Partners, Ltd., including related explanatory notes, are attached hereto by incorporating by reference to pages P-2 through P-17 of our prospectus dated February 10, 2000 attached as Exhibit 20.2 to this Form 8-K/A as follows:
PAGE Basis of Presentation ..................................................................................... P-2 Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 1999 ................................... P-3 Unaudited Pro Forma Consolidated Statement of Operations for the: Twelve months ended September 30, 1999 .................................................................. P-4 Year ended December 31, 1998 ............................................................................ P-5 Nine months ended September 30, 1998 .................................................................... P-6 Nine months ended September 30, 1999 .................................................................... P-7 Notes to Unaudited Pro Forma Consolidated Financial Data .................................................. P-8
(c) Exhibits. Exhibit NO. EXHIBIT DESCRIPTION ------- ------------------------------------------------------------ 13.22.1 Articles of Incorporation DAH-IP Holdings, Inc. * 13.22.2 By Laws of DAH-IP Holdings, Inc. * 13.23.1 Articles of Incorporation of DAH-IP Infinity, Inc. * 13.23.2 By Laws of DAH-IP Infinity, Inc. * 13.24.1 Certificate of Limited Partnership DAH-IP Acquisition Co., L.P.* the General Partner, and DeCrane Aircraft Holdings, Inc., the Limited Partner * 13.24.2 Limited Partnership Agreement of DAH-IP Acquisition Co., L.P. among DAH-IP Holdings, Inc., the General Partner, and DeCrane Aircraft Holdings, Inc., the Limited Partner * 13.24.3 Assignment of Partnership Interest by DeCrane Aircraft Holdings, Inc. to DAH-IP Infinity, Inc. * 20.2 Prospectus of DeCrane Aircraft Holdings, Inc. dated February 10, 2000 (incorporated by reference to the Company's filing on February 11, 2000 pursuant to Rule 424(b)(3) of the Securities Act of 1933) * 21.1 List of Subsidiaries of Registrant * ----------------------- * Previously filed ** Filed herewith 2 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. DECRANE AIRCRAFT HOLDINGS, INC. (Registrant) February 11, 2000 By: /s/ RICHARD J. KAPLAN ------------------------------- Name: Richard J. Kaplan Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----