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 28, 1998
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)
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Item 2. Acquisition or Disposition of Assets
Effective September 28, 1998, Matthews Studio Equipment Group ("Matthews") sold
a subsidiary of Matthews named Matthews Studio Equipment, Inc. to Phillips
Associates, LLC ("Acquiror"). Such subsidiary is engaged primarily in the
business of manufacturing, sale and distribution of grip equipment used by the
entertainment production industry (the "Manufacturing Subsidiary").
The Acquiror is beneficially owned by Mr. Edward Phillips and Mrs. Norma
Phillips, through the Edward and Norma Phillips Family Trust. Mr. Phillips is
one of the co-founders of Matthews and, prior to this transaction, Mr. Phillips
was the president of the Manufacturing Subsidiary as well as one of the
directors of Matthews.
The consideration paid by the Acquiror to Matthews for the Manufacturing
Subsidiary was reached through arms-length negotiations. The Acquiror exchanged
1,916,450 shares of Matthews common stock and assumed $5 million of debt under
Matthews' bank line of credit with The Chase Manhattan Bank, for all of the
stock in the Manufacturing Subsidiary. Also, Matthews paid to Mr. Phillips
$75,000 in consideration for his cancellation of options to purchase 274,000
shares of Matthews common stock, and Mr. Phillips and Matthews exchanged mutual
general releases in respect of his employment agreement with the Manufacturing
Subsidiary and Matthews, originally entered into on July 1, 1995.
Effective September 28, 1998, Mr. Phillips resigned from all officer and
director positions he previously held with Matthews and its subsidiaries.
A copy of the press release made by Matthews in respect of this disposition of
the Manufacturing Subsidiary is attached as an exhibit.
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. 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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99.1 Stock Exchange Agreement dated September 28, 1998,
among Matthews Studio Equipment Group, Matthews Studio
Equipment, Inc., Phillips Associates, LLC and Edward
Phillips, without the schedules and exhibits thereto,
other than as listed below:
i. Amendment No. 2 to Employment Agreement dated
September 28, 1998, among Matthews Studio
Equipment Group, Matthews Studio Equipment, Inc.
and Edward Phillips.
ii. Indemnification Agreement dated September 28,
1998, among Matthews Studio Equipment Group,
Matthews Studio Equipment, Inc., Phillips
Associates, LLC and Edward Phillips.
99.2 Matthews' press release in respect of the disposition
of Matthews Studio Equipment, Inc.
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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 12, 1998 By: /s/ Carlos D. DeMattos
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Carlos D. DeMattos
Chairman of the Board, Chief Executive
Officer, President & Chief Financial Officer
By: /s/ Gary S. Borman
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Gary S. Borman
Vice President, Corporate Controller
& Principal Accounting Officer
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