SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) June 12, 1997
Motors & Gears, Inc.
(Exact name of registrant as specified in its charter)
Illinois 333-19257 36-4109641
(State or other (Commission (I.R.S. Employer
Jurisdiction) File Number) Identification No.)
ArborLake Centre, Suite 550
1751 Lake Cook Road, Deerfield, IL 60015
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 945-5591
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Item 2. Acquisition or disposition of assets
On June 12, 1997, Motors & Gears Industries, Inc. ("The Company"), through
its newly-formed wholly-owned subsidiary, FIR Group Holdings, Inc. and its
wholly-owned subsidiaries, Motors and Gears Amsterdam, B.V. and FIR Group
Holdings Italia, SrL, purchased all of the common stock of the FIR Group
Companies, consisting of CIME S.p.A., SELIN S.p.A., and FIR S.p.A. The FIR
Group Companies are manufacturers of electric motors and pumps for niche
applications such as pumps for catering dishwashers, motors for industrial
sewing machines, and motors for industrial fans and ventilators.
In connection with the acquisition, the Company, through FIR Group
Holdings, Inc. and its subsidiaries, paid Lit. 82,110,000,000 or $48.4 million
in cash to the sellers of FIR Group Companies. The cash was provided from
borrowings under the Motors & Gears Industries, Inc. Credit Agreement establish-
ed on November 7, 1996 among Motors and Gears Industries, Inc., various banks,
and Bankers Trust Company, as agent.
For the fiscal year ended July 31, 1996, the FIR Group Companies had net
sales of $37.0 million and EBITDA of $8.5 million.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
It is not practicable to provide the required financial statements for the
acquired business at this time. The required financial statements will be filed
no later than August 15, 1997.
(b) Pro Forma Financial Information
The pro forma financial information will be filed no later than August 15, 1997.
(c) Exhibits
2. (a) Share purchase agreement for the direct and indirect sale of all
the shares of FIR Group Companies, dated
March 21, 1997.
Certain exhibits and schedules to the agreements referred to in the item
2(a) have not been included; they will be furnished supplementally if requested
by the Commission.
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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.
MOTORS AND GEARS, INC.
June 24, 1997 By /s/ Norman R. Bates
Norman R. Bates
Chief Financial Officer
