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
Date of Report (Date of earliest event reported) January 21, 2000
MATTHEWS STUDIO EQUIPMENT GROUP
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-18102 95-1447751
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(Commission file number) (I.R.S. Employer Identification Number)
3111 North Kenwood Street, Burbank, CA 91505
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(Address of principal executive office) (Zip Code)
(818) 525-5200
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Item 2. Acquisition or Disposition of Assets
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On January 21, 2000, Matthews Studio Equipment Group ("Matthews") sold
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substantially all of the assets of Duke City Video's rental operations to
Vitec DC Holding Corp. (the "Purchaser") for a purchase price of $12.25 million
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in cash. The sale was structured as a sale of assets whereby Duke City Video,
Inc., Matthews' subsidiary (the "Seller"), sold its assets to the Purchaser
pursuant to an Asset Purchase Agreement dated January 21, 2000, among Matthews,
Duke City Holdings, Inc. ("Holdings"), the Seller and the Purchaser (the
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"Agreement"). Excluded from the sale are the Seller's Albuquerque property, its
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accounts receivable and certain other assets. Also, the Seller retains
responsibility for its liabilities.
$2 million of the purchase price was paid to the Seller on closing. $557,000 of
the purchase price will be paid to the Seller following a post-closing inventory
of rental equipment sold in the transaction. $8.393 million of the purchase
price will be paid to the Seller and the Seller's trade and other creditors,
provided the Seller obtains financing statement terminations pursuant to the
terms of the Agreement. The remaining $1.3 million of the purchase price is
being held by the Purchaser as security for certain indemnification obligations
of the Seller and will be paid to the Seller upon the expiration of certain time
periods specified in the Agreement.
Matthews, Holdings and the Seller are obligated to indemnify the Purchaser
against losses arising out of any inaccuracy of representations and warranties
made in the Agreement and against losses arising out of the Seller's
liabilities.
The Purchaser has purchased the name Duke City Video and derivations thereof as
part of the transaction.
A copy of the Agreement and a copy of Matthews' press release regarding the
transaction are attached as exhibits.
Item 7. Financial Statements and Exhibits
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As of the date of this report, the pro forma financial information required by
this item is not available. It is Matthews' intention that such financial
information will be filed within 60 days of the due date of this report, as
required under applicable regulations of the Securities and Exchange Commission.
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(2)(c) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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99.7 Asset Purchase Agreement dated January 21,
2000, among Matthews Studio Equipment Group,
Duke City Video, Inc., Duke City Holdings, Inc.
and Vitec DC Holding Corp., but without
schedules or exhibits.
99.8 Press Release Regarding the Sale of Duke City
Video Assets.
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SIGNATURES
Pursuant to the requirement 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.
MATTHEWS STUDIO EQUIPMENT GROUP
(Registrant)
Date: February 4, 2000 By: /s/ Anil Sharma
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Anil Sharma
President
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