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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
Date of report (Date of earliest event reported): November 9, 1999
DUCOMMUN INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-8174 95-0693330
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(State of Incorporation) (Commission File No.) (IRS Identification No.)
111 West Ocean Boulevard, Suite 900, Long Beach, California 90802
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(Address of principal executive offices) (Zip Code)
(562) 624-0800
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On November 9, 1999 (the "Closing Date"), Ducommun Acquisition
Corporation, a wholly-owned subsidiary (the "Subsidiary") of Ducommun
Incorporated ("Ducommun"), acquired substantially all of the assets and assumed
certain liabilities of Parsons Precision Products, Inc. ("Parsons"), pursuant to
an asset Purchase and Sale Agreement dated as of November 8, 1999 (the
"Agreement") among Ducommun, the Subsidiary, Jordan Industries, Inc. and
Parsons. Parsons is a leading manufacturer of titanium hot-formed products for
the aerospace industry. The assets acquired by the Subsidiary include Parsons'
fixed assets, accounts receivable, inventory, rights under agreements, and
certain other assets of Parsons. Ducommun does not intend to move the business.
The assets of Parsons are intended to be used in substantially the same manner
as such assets were used prior to the acquisition. The liabilities assumed by
the Subsidiary include Parsons' trade payables, certain accrued liabilities and
obligations under certain agreements of Parsons.
The purchase price was determined primarily by reference to the tangible
net worth of Parsons as of the Closing Date and the future earnings potential of
the business of Parsons. The purchase price for Parsons was approximately
$22,000,000, subject to adjustment based upon Parsons' tangible net worth as of
the Closing Date determined in accordance with generally accepted accounting
principles. The purchase price was paid in cash at the closing. The source of
funds for the acquisition of Parsons was Ducommun's working capital and
borrowings under Ducommun's credit agreement with Bank of America.
The foregoing is a general description of the acquisition and is
qualified in its entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibit 2.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Asset Purchase and Sale Agreement dated as of November 8,
1999 among Ducommun Incorporated, Ducommun Acquisition
Corporation, Jordan Industries, Inc., and Parsons Precision
Products, Inc.
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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 here-unto duly authorized.
DUCOMMUN INCORPORATED
Registrant
By: /s/ James S. Heiser
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James S. Heiser
Vice President and Chief
Financial Officer
(Duly Authorized Officer
of the Registrant)
Date: November 23, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Asset Purchase and Sale Agreement dated as of November 8, 1999
among Ducommun Incorporated, Ducommun Acquisition Corporation,
Jordan Industries, Inc., and Parsons Precision Products, Inc.