UNITED STATES
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 THE SECURITIES EXCHANGE ACT OF 1934
May 11, 2000
Date of Report
(Date of earliest event reported)
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DECRANE AIRCRAFT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-70365 34-1645569
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2361 ROSECRANS AVENUE, SUITE 180, EL SEGUNDO, CA 90245
(Address, including zip code, of principal executive offices)
(310) 725-9123
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former address and telephone number of principal executive offices, if changed
since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF CARL F. BOOTH & CO., INC.
On May 11, 2000 we completed the acquisition of substantially all of the
assets, subject to accounts payable and accrued expenses assumed, of Carl F.
Booth & Co., Inc. Carl Booth, which will be part of our Cabin Management Group,
is an Indiana-based manufacturer of wood veneer panels primarily used in
aircraft interior cabinetry. We intend to continue to use the acquired assets to
manufacture products similar to those previously manufactured by Carl Booth.
The total purchase price was $19.5 million, plus a maximum of $2.0 million
of contingent consideration payable over three years based on future attainment
of defined performance criteria. The total purchase price includes an estimated
$0.8 million of acquisition related costs. The acquisition will be accounted for
as a purchase and the difference between the purchase price and the fair value
of the net assets acquired will be recorded as goodwill and amortized on a
straight-line basis over thirty years. The amount of contingent consideration
paid in the future, if any, will increase goodwill and will be amortized
prospectively over the remaining period of the initial thirty-year term. Our
consolidated financial statements will include Carl Booth's financial position
and its results of operations for periods subsequent to May 1, 2000, the
effective date of the acquisition.
The acquisition was funded with borrowings under our senior credit facility
and a $7.5 million equity contribution from DeCrane Holdings Co.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Carl F. Booth & Co., Inc. Regulation S-X compliant audited financial
statements are not available at this time. The audited financial statements for
the appropriate periods will be filed by amendment to this Form 8-K as soon as
practicable, but in no event later than July 25, 2000.
(b) Pro forma financial information.
Unaudited pro forma financial information reflecting the Carl F. Booth &
Co., Inc. acquisition is not available at this time. The pro forma financial
information will be filed by amendment to this Form 8-K as soon as practicable,
but in no event later than July 25, 2000.
(c) Exhibits.
Exhibit
No. Exhibit Description
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3.25.1 Certificate of Formation and Certificate of Amendment of Carl
F. Booth & Co., LLC **
3.25.2 Limited Liability Company Agreement of Carl F. Booth & Co.,
LLC **
21.1 List of Subsidiaries of Registrant **
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* Previously filed
** Filed herewith
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SIGNATURES
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.
DECRANE AIRCRAFT HOLDINGS, INC.
(Registrant)
May 25, 2000 By: /s/ Richard J. Kaplan
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Name: Richard J. Kaplan
Title: Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
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