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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
April 3, 2000
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Date of report (Date of earliest event reported)
SCG Holding Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-90359 36-3840979
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
SCG Holding Corporation
5005 E. McDowell Road
Phoenix, Arizona 85008
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(Address of principal executive offices) (Zip Code)
602-244-6600
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSET.
On April 3, 2000 the registrant's wholly owned subsidiary Semiconductor
Components Industries, LLC ("SCI") acquired all of the outstanding
shares of capital stock of Cherry Semiconductor Corporation ("Cherry
Semiconductor") pursuant to a Stock Purchase Agreement dated March 8,
2000 among the registrant, SCI and The Cherry Corporation
("Agreement"). The purchase price of approximately $250 million in cash
was financed with cash on hand and borrowings of $220 million under
SCI's senior secured bank facilities with a group of institutional
lenders led by The Chase Manhattan Bank. It is expected that Cherry
Semiconductor's historical business, the design and manufacture of
analog and mixed signal integrated circuits for the power management
and automotive markets, will be continued as part of the registrant's
worldwide operations.
The Agreement, our press release dated March 9, 2000 announcing the
signing of the Agreement, and our press release dated April 4, 2000
announcing the closing of the acquisition pursuant to the Agreement are
attached as exhibits to this report and are incorporated herein by
reference. The foregoing summaries of the acquisition, the Agreement
and the two press releases do not purport to be complete and are
qualified in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
2. Stock Purchase Agreement dated March 8, 2000 by and
among The Cherry Corporation, Semiconductor
Components Industries, LLC and SCG Holding
Corporation (incorporated by reference from Exhibit
10.3 to Registration Statement No.333-30670 filed
with the Commission on April 7, 2000)
99.1. Press Release dated March 9, 2000
99.2. Press Release dated April 4, 2000
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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.
SCG HOLDING CORPORATION
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(Registrant)
Date: April 8, 2000
By: /S/ STEVE HANSON
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Steve Hanson
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit Number Description
2. Stock Purchase Agreement dated March 8, 2000 by and
among The Cherry Corporation, Semiconductor
Components Industries, LLC and SCG Holding
Corporation (incorporated by reference from Exhibit
10.3 to Registration Statement No. 333-30670 filed
with the Commission on April 7, 2000)
99.1. Press Release dated March 9, 2000
99.2. Press Release dated April 4, 2000
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