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 23, 2001
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
On December 5, 2000, Matthews Studio Equipment Group (the "Company") and
certain of its subsidiaries (Hollywood Rental Company, LLC, HDI Holdings, Inc.
and Matthews Studio Sales, Inc.) signed an Asset Purchase Agreement with
Hollywood Rentals Production Services, LLC (the "Buyer") to sell the Company's
Hollywood Rentals, HDI, ESS, Olesen and Four Star West operations for $17
million. The Company reported its entry into the Asset Purchase Agreement in a
Form 8-K report filed on December 13, 2000.
The parties completed this sale transaction on January 23, 2001, with the
sellers receiving $14.5 million in cash on closing as the purchase price.
The Asset Purchase Agreement as originally entered into by the parties
provided for a purchase price of $17 million, payable $13 million in cash on
closing and $4 million in subordinated notes. The notes would have been payable
over five years and subordinated to the Buyer's obligations to its lender. The
parties subsequently agreed that the sellers could elect to receive an
additional $1.5 million in cash in lieu of the subordinated notes, and the
sellers opted for the all cash purchase price.
Closing conditions included, among other things, the approval by the United
States Bankruptcy Court, Central District of California, San Fernando Valley
Division (the "Court"). The Court granted its approval of the transaction,
including specifically the sellers' option to receive $1.5 million in cash in
lieu of the subordinated notes, on January 4, 2001, in an order entered by the
Court on that date.
A copy of the Company's press release reporting the consummation of this
sale transaction is attached.
Item 7. Financial Statements and Exhibits
As of the date of this report, the pro forma financial information required
by this item is not available. The Company intends to file such financial
information 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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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 7, 2001 By: /s/ Ellen Gordon
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Ellen Gordon
Estate Representative
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(2)(c) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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99.7 Press Release