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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
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Date of Earliest Event Reported: September 4, 1998
PENTACON, INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-13931 76-0531585
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
9432 Old Katy Road, Suite 222
Houston, Texas 77055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 463-8850
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 4, 1998, Pentacon, Inc. (the "Company") consummated the
acquisition of all of the issued and outstanding capital stock of West Coast
Aero Products Holding Corp. and capital stock held by third parties of its
subsidiary, ASI Aerospace Group, Inc. (collectively, the "Business Acquired").
The Business Acquired is engaged in the business of distributing fasteners and
other small parts and providing inventory procurement and management services to
the aerospace industry. The Business Acquired operates through its facilities in
San Diego, Torrance and Pasadena, California and Arlington, Texas. The
consideration paid by the Company for the Business Acquired was determined
through negotiations between representatives of the Company and the owners of
the Business Acquired; the consideration paid consisted of approximately $64
million in cash and debt assumed of approximately $23 million. The consideration
paid for the Business Acquired was funded through borrowings under the Company's
$175 million credit facility which was amended in connection with the
acquisition. The Company intends to continue using the assets of the Business
Acquired in the fasteners and other small parts distribution and inventory
procurement and management services businesses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The Company believes that it is impractical to provide financial
statements of the Business Acquired on the date of this filing, and will, if
required, file such financial statements when available but not later than 60
days after the date on which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The Company believes that it is impractical to provide pro forma
financial information reflecting the Business Acquired on the date of this
filing, and will, if required, file such financial information when available
but not later than 60 days after the date on which this Current Report on Form
8-K must be filed.
(c) Exhibits
2.1 Plan of Merger and Stock Purchase Agreement dated as of August
14, 1998 among Pentacon, Inc., Pentacon Aerospace Acquisition,
Inc., West Coast Aero Products Holding Corp. and the common
stockholders of West Coast and Steve Riggs and Joel Jacks.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PENTACON, INC.
By: /s/ Bruce M. Taten
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Bruce M. Taten
Senior Vice President and
General Counsel
Date: September 18, 1998
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EXHIBIT 2.1
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