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): MARCH 4, 1999
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VAUGHN COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-15424 41-0626191
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Commission File Number I.R.S. Employer
Identification number
5050 W. 78th Street, Minneapolis, Minnesota 55435
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (612) 832-3200
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N/A .
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(Former name or former address, if changed since last report)
ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER COMPLETED
On March 4, 1999, Vaughn Communications, Inc. (the "Company") announced
that Twin Acquisition Corp. ("TAC"), a Minnesota corporation and an indirect
wholly-owned subsidiary of Allied Digital Technologies Corp. ("Allied"), had
merged with and into the Company pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") dated as of December 11, 1998, among the Company, TAC
and Allied Digital, Inc. (for purposes of Section 8.11 only) with the Company as
the surviving corporation (the "Merger").
In the Merger, each shareholder of the Company will receive $10.00 per
share in cash for each share of the Company held by them. Following the Merger,
the capital stock of the Company will no longer be publicly traded.
The transactions contemplated by the Merger Agreement were funded in part
from (a) a $150 million senior secured credit facility led by Fleet National
Bank and (b) a $15 million unsecured senior subordinated credit facility led by
Citicorp Mezzanine Partners, L.P.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated December 11, 1998, among Twin
Acquisition Corp., Allied Digital, Inc. and Vaughn Communications, Inc. without
exhibits and schedules (incorporated by reference to the Form 8-K filed by
Vaughn Communications, Inc. on December 24, 1998).
2.2 Option Termination and Grant Agreement dated December 11, 1998,
between Allied Digital Technologies, Inc. and E. David Willette, (incorporated
by reference to the Form 8-K filed by Vaughn Communications, Inc. on December
24, 1998).
99.1 Press Release of Vaughn Communications, Inc., dated February 23, 1999.
99.2 Joint Press Release of Allied Digital Technologies Corp. and Vaughn
Communications, Inc., dated March 4, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.
VAUGHN COMMUNICATIONS, INC.
Dated: March 4, 1999 By /s/ M. Charles Reinhart
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M. Charles Reinhart
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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2.1 Agreement and Plan of Merger
dated December 11, 1998 among
Twin Acquisition Corp., Allied
Digital, Inc. and Vaughn
Communications, Inc.
without exhibits and schedules
(incorporated by reference to the
Form 8-K filed by Vaughn
Communications, Inc. on December 24, 1998).
2.2 Option Termination and Grant
Agreement dated December 11,
1998 between Allied Digital
Technologies, Inc. and E. David
Willette (incorporated by reference
to the Form 8-K filed by Vaughn
Communications, Inc. on December 24, 1998).
99.1 Press Release of Vaughn Communications, Inc.,
dated February 23, 1999.
99.2 Joint Press Release of Allied Digital Technologies Corp. and
Vaughn Communications, Inc., dated March 4, 1999.