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) September 19, 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 3. Bankruptcy or Receivership
On September 19, 2001, the United States Bankruptcy Court, Central District
of California, San Fernando Valley Division (the "Court"), approved a Settlement
and Compromise Agreement ("Agreement") among Matthews Studio Equipment Group and
its subsidiaries (collectively, the "Matthews Group"), the Official Committee of
Creditors Holding Unsecured Claims (the "Unsecured Committee") and The Chase
Manhattan Bank, as agent for PNC Bank, N.A., Wells Fargo Bank, N.A., CIBC, Inc.,
Michigan National Bank and The Chase Manhattan Bank (collectively, the "Bank
Group").
As of September 19, 2001, the Matthews Group had disposed of most of its
assets and does not conduct any business. The assets that remain consist
principally of a receivable of approximately $1.5 million owed by Vitec DC
Holding Corp. to Duke City Video, Inc. (a Matthews Group company) pursuant to an
Asset Purchase Agreement, and potential preference actions with respect to
approximately $6.9 million of pre-bankruptcy payments made by Duke City Video,
Inc. The Bank Group has asserted against the Matthews Group claims totaling not
less than $60 million and a lien on all assets of the Matthews Group, including
the $18.9 million in cash that remains available for distribution to creditors
of the Matthews Group. Prior to September 19, 2001, the Bank Group had received
in excess of $14 million from the Matthews Group.
The Agreement provides that the Bank Group will receive all cash available
for distribution to the Matthews Group's creditors, except for: $550,000 to be
remitted to allowed unsecured creditors of the Matthews Group; $600,000 to
satisfy allowed priority claims; $250,000 to satisfy allowed operating expenses
and the Matthews Group's professional fees incurred from and after August 1,
2001; $375,000 to satisfy allowed administrative expenses incurred or accrued
before August 1, 2001; and $75,000 to fund the Unsecured Committee's
professional fees in prosecuting general unsecured non-priority claim objections
and the Unsecured Creditors' Committee's costs and fees in administering
distributions to holders of general unsecured claims. The Agreement also
provides that the Bank Group's lien against the assets of the Matthews Group
will not be disputed.
The bankruptcy cases of two Matthews Group companies, Duke City Holdings,
Inc. and Duke City Video, Inc. (collectively, "Duke City"), will remain open to
permit Duke City to pursue amounts owed by Vitec DC Holding Corp. and potential
preference actions. Except for the Duke City preference actions, the Matthews
Group will not pursue any other preference actions. Amounts collected by Duke
City from Vitec DC Holding Corp. and from preference actions will be distributed
to the Bank Group and to allowed unsecured creditors of the Matthews Group.
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Shareholders of Matthews Studio Equipment Group will not receive any cash
or other assets of the Matthews Group.
Once distributions are made and general, unsecured claim objections are
completed, it is anticipated that all bankruptcy cases filed by the Matthews
Group, other than the Duke City bankruptcy cases, will be dismissed and there
will be no further activities on the part of any Matthews Group company (other
than Duke City).
A copy of the Agreement and the Company's Press Release relating thereto
are attached as exhibits.
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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: October 3, 2001 By: /s/ Ellen Gordon
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Ellen Gordon
Estate Representative
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(7)(c) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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99.18 Press Release
10.30 Settlement and Compromise Agreement among
Matthews Studio Equipment Group and its
subsidiaries, the Official Committee of
Creditors Holding Unsecured Claims and The
Chase Manhattan Bank, as agent for PNC
Bank, N.A., Wells Fargo Bank, N.A., CIBC,
Inc., Michigan National Bank (as assignee
of Mellon Bank, N.A.), and The Chase
Manhattan Bank.