-----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, HfSv7rSrTLBD0ZqZ+4edUHbI8kSmiU+g1lSeZJK7uSIJ8LttPycr2mA9I0fD+LIt p+j1T63AUu6rKpSxKnRt1Q== /in/edgar/work/0000912057-00-031701/0000912057-00-031701.txt : 20000714 0000912057-00-031701.hdr.sgml : 20000714 ACCESSION NUMBER: 0000912057-00-031701 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECRANE AIRCRAFT HOLDINGS INC CENTRAL INDEX KEY: 0000880765 STANDARD INDUSTRIAL CLASSIFICATION: [3728 ] IRS NUMBER: 341645569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22371 FILM NUMBER: 672034 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 1 a8-k.txt 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 June 30, 2000 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) ----------------- ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ACQUISITION OF ERDA, INC. On June 30, 2000 we acquired all of the common stock of ERDA, Inc. ERDA, which will be part of our Cabin Management Group, is a Wisconsin-based designer and manufacturer of aircraft seating. ERDA also manufactures and assembles components and systems for the medical equipment industry. We intend to continue to use the acquired assets to manufacture products similar to those previously manufactured by ERDA. The total purchase price was approximately $32.0 million, including acquisition related costs. The acquisition will be accounted for as a purchase and the difference between the purchase price and the fair value of the net assets acquired will be recorded as goodwill and amortized on a straight-line basis over thirty years. Our consolidated financial statements will include ERDA's financial position and its results of operations for periods subsequent to the acquisition date. The acquisition was funded with borrowings under our senior credit facility and $25.0 million of proceeds from the sale in a private placement of 250,000 shares of DeCrane Aircraft 16% preferred stock and warrants to purchase 139,357 shares of DeCrane Holdings common stock at $0.01 per share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. ERDA, Inc. Regulation S-X compliant financial statements are not available at this time. The financial statements for the appropriate periods will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than August 14, 2000. (b) Pro forma financial information. Unaudited pro forma financial information reflecting the ERDA, Inc. acquisition is not available at this time. The pro forma financial information will be filed by amendment to this Form 8-K as soon as practicable, but in no event later than August 14, 2000. (c) Exhibits. EXHIBIT NO. EXHIBIT DESCRIPTION --------- ---------------------------------------------------------------- 3.26.1 Articles of Incorporation of ERDA, Inc. ** 3.26.2 Bylaws of ERDA, Inc. ** 21.1 List of Subsidiaries of Registrant ** ------------------ * Previously filed ** To be filed by amendment to this Form 8-K as soon as practicable, but in no event later than August 14, 2000. 1 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) July 13, 2000 By: /s/ RICHARD J. KAPLAN ---------------------------------- Name: Richard J. Kaplan Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer 2 -----END PRIVACY-ENHANCED MESSAGE-----