SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 30, 1998
PRODUCTION RESOURCE GROUP, L.L.C.
(Exact name of Registrant as Specified in its Charter)
Delaware 333-46235 14-1786937
(State or other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Formation)
539 Temple Hill Road, New Windsor, New York 12553
(Address of Principal Executive Offices) (Zip Code)
(914) 567-5700
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisitions
On November 30, 1998 Production Resource Group, L.L.C. (the "Company")
acquired all of the shares of the outstanding common stock of Haas Multiples
Environmental Marketing & Design, Inc., a Minnesota corporation, ("Haas"),
pursuant to a Merger Agreement, dated November 25, 1998, among the shareholders
of Haas, PRG Acquisition II Corp., a wholly-owned subsidiary of the Company, and
the Company. Pursuant to the Merger Agreement, in exchange for the
aforementioned Haas stock, the Company paid approximately $7.0 million in cash
to the shareholders of Haas. The amount of consideration paid to the Haas
shareholders was reached through arm's-length negotiations and was funded from
the Company's available cash. A copy of the Acquisition Agreement is attached as
Exhibit 10.13.
Haas, which is based in Minneapolis, is a leader in exhibit and retail
environment design and fabrication. Haas will continue its business and
operations as part of the Company's Event & Retail Group which will be led by
Thomas J. Van Hercke, the former President of Haas.
Prior to the acquisition, the ownership in Haas was held by Raymond E.
Andrews, Donald R. Bendickson, James D. Bucher, William R. Dircks, Michael A.
Maher and Thomas J. Van Hercke.
Haas's consolidated revenues for its fiscal year ended December 31,
1997 were approximately $19.7 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) (b) Financial Statements of Businesses Acquired. Pro Forma Financial
Information
As of the date of this report, the financial statements and pro forma
financial information required by this item are not available. It is the
Company's intention that such financial statements and pro forma data will be
filed within 60 days of the due date of this report, as required under
applicable regulations of the Securities and Exchange Commission.
(c) Exhibits
EXHIBIT INDEX
Exhibit No. Document Description
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10.13 Merger Agreement among Production Resource Group, L.L.C., PRG Acquisition
II Corp., Raymond E. Andrews, Donald R. Bendickson, James D. Bucher, William R.
Dircks, Michael A. Maher and Thomas J. Van Hercke as Stockholders, and Haas
Multiples Environmental Marketing & Design, Inc.
SIGNATURES
Pursuant to the requirements 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.
PRODUCTION RESOURCE GROUP, L.L.C.
(Registrant)
Date: December 14, 1998 By: /s/ Robert A. Manners
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Robert A. Manners
Senior Vice President & General Counsel