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) August 14, 1997
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 No.)
3111 NORTH KENWOOD STREET, BURBANK, CA 91505
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(Address of principal executive offices) (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 5. Other Events
On August 14, 1997, Matthews Studio Equipment Group and its principal
subsidiaries ("the Company") amended and restated its senior secured revolving
credit facility with The Chase Manhattan Bank (the "Amended Chase Facility"), as
agent for a syndicate of lenders ("Bank").
The Amended Chase Facility provides for revolving credit loans in an aggregate
principal amount not in excess of $50.0 million at any time outstanding. The
proceeds of the Amended Chase Facility may be used, 1) to repay in full certain
subordinated debt, 2) for general working capital purposes, 3) to finance the
repayment of certain capitalized lease obligations, 4) for the financing of
future acquisitions with $10.0 million designated for such activities, and 5) to
repurchase securities of the Company with $5.0 million designated for such
activities, all within the limits specified in the agreement.
Interest on outstanding borrowings under the Amended Chase Facility at the
Company's choice is at LIBOR plus a maximum of 2.75% or the greater of (i) Chase
Manhattan Bank's Prime Rate plus a maximum of .75%, (ii) the Base CD Rate (as
determined by the Bank) plus a maximum of 1.75% or (iii) the Federal Funds
Effective Rate plus a maximum of 1.25%. In each case, the interest margin
charged on outstanding loans may be reduced if specified ratios are achieved by
the Company. In addition, the Company pays from three-eights of one percent to
one-half of one percent on the unused credit commitment.
The Amended Chase Facility matures August 14, 2002. The Amended Chase Facility
requires the Company to maintain certain levels of net worth and on a quarterly
basis certain levels of EBITDA (earnings before interest, taxes, depreciation
and amortization), and to meet several financial ratios including interest
coverage and debt-to-EBITDA. In addition, the Company must maintain limits on
annual rentals.
The Amended Chase Facility provides for annual capital expenditure limits of
$9.0 million in fiscal 1997 and from $7.8 million to $8.6 million, for the
fiscal years thereafter. Amounts (up to $2.0 million) permitted to be expended
in a given fiscal year may be carried over (if not spent) and expended in the
succeeding fiscal year. In addition, the annual limits will be increased by 25%
in years when specified ratios have been achieved.
Borrowings under the Amended Chase Facility by the Company and its subsidiaries
are cross collateralized pursuant to a security agreement in which the Company
and its subsidiaries has granted the Bank a first priority lien in all of their
respective assets.
A copy of the press release of the Company in respect of the Amended Chase
Facility is attached hereto as Exhibit 2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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1. Amended and Restated Credit Agreement (without schedules or
exhibits)
2. Press Release
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.
MATTHEWS STUDIO EQUIPMENT GROUP
(Registrant)
Date: September 9, 1997 By: /s/Gary S. Borman
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Gary S. Borman
Vice President & Corporate Controller
By: /s/Carlos D. DeMattos
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Carlos D. DeMattos
Chairman of the Board, President,
Chief Executive Officer and Chief Financial
Officer