-----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, HL3k/F4qXttMn8wiHAGb4sobxAC0LYUk/9I8jwGstYh3WmOTtpHgMuFFrAx+JXZM kFmTws2au/POlq4Mv83+cg== 0001104659-03-028315.txt : 20031212 0001104659-03-028315.hdr.sgml : 20031212 20031211183440 ACCESSION NUMBER: 0001104659-03-028315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031211 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031212 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22371 FILM NUMBER: 031050436 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 a03-6213_18k.htm 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

 

December 11, 2003

Date of Report

(Date of earliest event reported)

 

 

DECRANE AIRCRAFT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-22371

 

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 9.            Regulation FD Disclosure.

The Company has received requisite approval from its lenders to amend its existing Senior Credit Facility to permit the incurrence of an $80 million Second Lien Senior Secured Term Loan as the Company described in its Form 8-K dated November 26, 2003 and filed with the Securities and Exchange Commission on November 28, 2003.  The amendment also revises certain financial covenants and extends the scheduled repayment dates of the existing term loans and revolving credit commitments by approximately 12 to 18 months, while reducing the revolving credit commitments from $40 million to $24 million.  Interest rates on the existing credit facility remain unchanged.

The amendment will become effective upon the closing of the Second Lien Senior Secured Term Loan for which the Company has received commitments in the principal amount of $80 million.  The Second Lien Senior Secured Term Loan is expected to close within the next 7 to 14 days, after all appropriate documentation is completed, subject to customary closing conditions.  The new term loan will bear interest at 12% cash plus 3% additional pay-in-kind interest and will mature on June 30, 2008.  Proceeds from the new term loan will be used principally to repay indebtedness under the existing Senior Credit Facility, including approximately $54 million of term debt and outstanding revolving credit debt.  The balance of the proceeds will be used for transaction fees and expenses, working capital and other corporate purposes.

 

Cautionary Statement on Forward-Looking Information

This current report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about plans and objectives of management, potential acquisitions and financings and market growth and opportunity.  These forward-looking statements are neither promises nor guarantees and involve risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements.  For example, statements about our expectations in connection with industry trends and possible financings are subject to a variety of uncertainties and are subject to change as a result of changes in circumstances that are beyond our control.  You should not expect that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and we disavow and disclaim an obligation to do so.  Important cautionary statements and risk factors that would affect actual results are discussed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission, including those under the caption entitled “Risk Factors” in the Company’s annual report on Form 10-K/A (Amendment No. 1) filed with the Securities and Exchange Commission on October 9, 2003.

The information furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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)      

 

 

 

 

 

 

 

 

 

 

 

 

Date:  December 11, 2003

By:

/s/  Richard J. Kaplan

 

 

Name:

Richard J. Kaplan

 

 

Title:

Senior Vice President, Chief Financial

 

 

 

Officer, Secretary and Treasurer

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----