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) December 18, 1997
Motors & Gears, Inc.
(Exact name of registrant as specified in its charter)
Delaware 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 December 18, 1997, Motors & Gears Industries, Inc. ("The Company")
acquired all of the outstanding stock of Motion Control Engineering, Inc.
("Motion Control"). The Company acquired Motion Control through its newly
formed wholly owned subsidiary, Motion Holdings, Inc. Motion Control is the
leading independent supplier of electronic motion and logic control products
to the elevator industry. Motion Control designs, engineers, and assembles
custom microprocesor-based control systems primarily used in modernizing
and upgrading existing cable traction and hydraulic elevators (90% of sales)
as well as new building construction (10% of sales).
In connection with the acquisition, the Company paid $51.6 million to
the sellers in cash. The cash was provided through proceeds from the 10 3/4%
Series C Senior Notes due 2006 issued on December 10, 1997.
For the last twelve months ended September 30, 1997, Motion Control had
net sales of $39.0 million and pro forma EBITDA of $5.4 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 sixty (60) days following the filing of this report.
(b) Pro Forma Financial Information
The pro forma financial information will be filed no later than sixty (60)
days following the filing of this report.
(c) Exhibits
2. (a) Share purchase agreement for the direct and indirect sale of all
the shares of Motion Control, dated November 17, 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.
January 2, 1998 By /s/ Norman R. Bates
Norman R. Bates
Chief Financial Officer
