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) May 2, 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)
2405 EMPIRE AVENUE, BURBANK, CA 91504-3399
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(Former name, former address and former fiscal year, if changed since
last report)
Item 2. Acquisition or Disposition of Assets
On May 2, 1997, Matthews Studio Equipment Group ("the Company") acquired Duke
City Video, Inc., ("Duke City"), pursuant to stock exchange agreements dated as
of May 2, 1997, among the shareholders of Duke City and Duke City Holdings,
Inc., a wholly-owned subsidiary of the Company. Pursuant to the stock exchange
agreements the Duke City shareholders received 285,715 restricted shares of the
Company's common stock in a transaction exempt from registration under the
Securities Act of 1933, and the Company assumed all of the liabilities of Duke
City at the acquisition date. The amount of consideration paid to the Duke City
shareholders was reached through arms-length negotiations.
Prior to the acquisition, the ownership in Duke City was held by Harold Jay
Lefkovitz, Louise Lefkovitz, Patricia Brusati, Steve Ward and John Hensch. Duke
City has operations in Albuquerque, New Mexico, Burbank, California and Dallas,
Texas. Duke City provides rental services of audio, video, film and
professional grip equipment, as well as various levels of production expertise,
crews and expendable supplies to the film and television production industry.
Duke City will continue its business and operations as a wholly owned subsidiary
of the Company.
Information provided by Duke City's management shows Duke City's annual revenues
for the year ended December 31, 1996 were approximately $9 million. In addition
to the 285,715 restricted and unregistered shares of the Company's common stock
given in consideration for 100% of the common stock of Duke City, the Company
assumed all of the liabilities of Duke City as of the date of acquisition.
Information provided by Duke City's management shows Duke City's total
liabilities as of December 31, 1996 were approximately $12.2 million.
Item 7. Financial Statements and Exhibits
As of the date of this report the financial statements and pro forma data
required by this item are not available. It is the Company's intention that
such financial statements and pro forma data will be filed within 60 days of the
due date of this report, as required under applicable regulations of the
Securities and Exchange Commission.
(2) (C) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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1. Stock Exchange Agreement and Plan of Reorganization dated as of
May 2, 1997, among Patricia M. Brusati, Harold Jay Lefkovitz,
Louise K. Lefkovitz, Stephen F. Ward, Duke City Video, Inc. and
Duke City Holdings, Inc., without the schedules and exhibits
thereto, other than as listed below:
i. Employment Agreement dated as of May 2, 1997, between
Patricia M. Brusati and Duke City Video, Inc.;
ii. Employment Agreement dated as of May 2, 1997, between
Harold Jay Lefkovitz and Duke City Video, Inc.;
iii. Employment Agreement dated as of May 2, 1997, between
Stephen F. Ward and Duke City Video, Inc.;
iv. Non-Competition Agreement dated as of May 2, 1997, among
Patricia M. Brusati, Duke City Video, Inc. and Duke City
Holdings, Inc.;
v. Non-Competition Agreement dated as of May 2, 1997, among
Harold Jay Lefkovitz, Duke City Video, Inc. and Duke City
Holdings, Inc.;
vi. Non-Competition Agreement dated as of May 2, 1997, among
Louise K. Lefkovitz, Duke City Video, Inc. and Duke City
Holdings, Inc.;
vii. Non-Competition Agreement dated as of May 2, 1997, among
Stephen F. Ward, Duke City Video, Inc. and Duke City
Holdings, Inc.;
viii. Promissory Note dated as of May 2, 1997 made by
Duke City Video, Inc. in favor of Harold Jay Lefkovitz;
ix. Promissory Note dated as of May 2, 1997 made by Duke
City Video, Inc. in favor of Patricia M. Brusati.
2. Subordination Agreement made by Harold Jay Lefkovitz in favor of
Chase Manhattan Bank, as agent, but without the exhibit
referenced therein.
3. Stock Exchange Agreement dated as of May 2, 1997, between Duke
City Holdings, Inc. and John E. Hensch
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: May 12, 1997 By: /s/ Gary Borman
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Gary Borman
Vice President & Corporate Controller