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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: September 14, 1998
Commission File No. 001-13783
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0542208
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515 Post Oak Boulevard
Suite 450
Houston, Texas 77027-9408
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (713) 860-1500
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 14, 1998, Integrated Electrical Services, Inc. (the "Company")
consummated the acquisition of all of the issued and outstanding capital stock
of Davis Electrical Constructors, Inc. (the "Business Acquired"). The Business
Acquired performs electrical contracting and is currently doing business in
eleven states. The consideration paid by the Company for the Business Acquired
was determined through negotiations between representatives of the Company and
the Business Acquired and consisted of an aggregate of 214,046 shares of common
stock of the Company and approximately $49.8 million in cash. The cash portion
of the consideration paid for the Business Acquired was funded through
borrowings under the Company's existing $175.0 million line of credit facility.
The Company intends to continue using the assets of the Business Acquired in the
electrical contracting business.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The financial statements of the Business Acquired are incorporated by
reference from Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-1 (333-50031).
(B) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information reflecting the Business Acquired
are incorporated by reference from Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-1 (333-50031).
(C) EXHIBITS
2.20 Agreement and Plan of Merger dated as of September 11, 1998
among Integrated Electrical Services, Inc., Davis Acquisition
Corporation, Davis Electrical Constructors, Inc. and James B.
Stephens, J. Michael Stephens, William N. Byrd, James C.
Henderson, J. Lowell Hughes and William M. Summerel, incorporated
by reference from Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (333-50031).
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.
INTEGRATED ELECTRICAL SERVICES, INC.
Dated: September 14, 1998 By: /s/ Jim P. Wise
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Jim P. Wise
Senior Vice President and Chief
Financial Officer
2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.20 Agreement and Plan of Merger dated as of September 11, 1998
among Integrated Electrical Services, Inc., Davis Acquisition
Corporation, Davis Electrical Constructors, Inc. and James B.
Stephens, J. Michael Stephens, William N. Byrd, James C.
Henderson, J. Lowell Hughes and William M. Summerel, incorporated
by reference to 2.20 from Post-Effective Amendment No. 1
to the Company's Registration Statement on Form S-1 (333-50031).
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