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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 15, 1996
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DECISIONONE HOLDINGS CORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-28090 13-3435409
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
. 50 E. SWEDESFORD ROAD, FRAZER, PA 19355
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 610-296-6000
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS
(a) On November 15, 1996, DecisionOne Corporation (the "Company"), the
registrant's principal operating subsidiary, acquired the assets of
the U.S. computer service business (the "Business") of Memorex Telex
Corporation and certain of its affiliates (collectively, "Memorex
Telex"). Memorex Telex had filed a petition in bankruptcy in the
United States Bankruptcy Court for the District of Delaware on October
15, 1996; the Court approved the sale of the Business to the Company
on November 1, 1996. The purchase price was $52.5 million, comprised
of the assumption of certain liabilities under maintenance contracts
of the Business (the "Deferred Revenues"), which were estimated at
closing to be $26,015,000, and cash consideration of $26,485,000.
The purchase price is subject to further adjustment based upon the
actual amount of Deferred Revenues, the amount of revenues of the
Business for the two calendar months prior to closing, and the actual
amount of inventory.
The source of funds used for the acquisition was the Company's credit
facility, which was increased from $225 million to $300 million on
November 13, 1996.
(b) The Company intends to use the assets acquired in its computer
maintenance and technology support service business.
EXHIBITS
10.1 Asset Purchase Agreement dated as of October 31, 1996 between Memorex
Telex Corporation, Tulsa Computer Products, Inc., Memorex Telex
Services, Inc. and Memorex Telex Puerto Rico, Inc. and DecisionOne
Corporation (filed as an exhibit to the registrant's Quarterly Report
on Form 10-Q for the period ended September 30, 1996).
10.2 Revolving Credit Agreement dated as of November 13, 1996 among
DecisionOne Holdings Corp., DecisionOne Corporation and The First
National Bank of Boston et al. (filed as an exhibit to the
registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1996).
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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 hereunto duly authorized.
DECISIONONE HOLDINGS CORP.
/s/ Thomas J. Fitzpatrick
Date: December 3, 1996 __________________________________________
Thomas J. Fitzpatrick
Vice President and Chief Financial Officer
