UNITED STATES
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): September 1, 1999
333-46235
(Commission File Number)
PRODUCTION RESOURCE GROUP, L.L.C.
(Exact name of Registrant as Specified in its Charter)
Delaware 14-1786937
(State or other Jurisdiction of Formation) (IRS Employer Identification No.)
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 September 1, 1999, Production Resource Group, L.L.C. (the "Company")
acquired substantially all of the assets and assumed certain liabilities of
Total Technical Excellence, Inc., a Georgia corporation, ("TTE"), pursuant to
an Acquisition Agreement, dated as of August 31, 1999, among TTE, Mitchell
Acker, as principal shareholder of TTE and the Company. Pursuant to the
Acquisition Agreement, in exchange for the aforementioned assets, the Company
paid $2.5 million in cash to TTE and issued 1,309 shares of Series D convertible
Preferred Stock of Production Resource Group Inc., the Company's ultimate
parent, with a current value of $500,000. The amount of consideration paid to
TTE was reached through arm's-length negotiations and was funded from the
Company's credit facility with The Bank of New York, as agent for a syndicate of
banks. A copy of the Acquisition Agreement is attached as Exhibit 10.15. TTE is
based in Atlanta, Georgia and provides exhibit design, fabrication, installation
and related products. TTE will continue its business and operations under the
Entolo brand name as part of the Company's Event Services group.
Mitchell Acker is the principal shareholder of TTE.
TTE's revenues for the fiscal year ended December 31, 1998 were
approximately $5.9 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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10.15 ACQUISITION AGREEMENT (the "Agreement"), dated as of August 31, 1999 by
and among PRODUCTION RESOURCE GROUP, L.L.C. a Delaware limited liability
company as Buyer, TOTAL TECHNICAL EXCELLENCE, INC. d/b/a TTE SCENIC
STUDIO, a Georgia corporation as Seller, and MITCH ACKER as Shareholder.
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: September 14 , 1999 By: /s/ Robert A. Manners
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Robert A. Manners
Senior Vice President & General Counsel
EXHIBIT INDEX
Exhibit No. Document Description
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10.15 ACQUISITION AGREEMENT (the "Agreement"), dated as of August 31, 1999 by
and among PRODUCTION RESOURCE GROUP, L.L.C. a Delaware limited liability
company as Buyer, TOTAL TECHNICAL EXCELLENCE, INC. d/b/a TTE SCENIC
STUDIO, a Georgia corporation as Seller, and MITCH ACKER as Shareholder.