Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
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Date of Earliest Event Reported: August 17,1998
PENTACON, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 001-13931 76-0531585
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
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9432 Old Katy Road, Suite 222
Houston, Texas 77055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 463-8850
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ITEM 5. OTHER EVENTS
On August 17, 1998, Pentacon, Inc. (the "Company") issued a press
release announcing that it had signed a definitive agreement to acquire ASI
Aerospace Group, Inc. The press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K, and the contents of such Exhibit are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated August 17, 1998.
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SIGNATURE
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.
PENTACON, INC.
By: /s/ Bruce M. Taten
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Bruce M. Taten
Senior Vice President and
General Counsel
Date: August 24, 1998
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Exhibit 99.1
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NEWS RELEASE
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FOR: Pentacon, Inc.
CONTACT: Brian Fontana
Senior Vice President
& CFO
(713) 463-8854
FOR IMMEDIATE RELEASE
PENTACON, INC. SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE ASI AEROSPACE GROUP, INC.
Houston, Texas, August 17, 1998 - Pentacon, Inc. (NYSE: JIT), a leading
distributor of fasteners and other small parts and provider of related inventory
management services today announced that it has signed a definitive agreement to
acquire ASI Aerospace Group, Inc. ASI Aerospace Group, Inc. has annualized
revenues of approximately $73 million, which would bring Pentacon's annualized
run rate of revenues to nearly $300 million following this acquisistion. The
acquisition is subject to regulatory approvals and other customary conditions
and is expected to close in September 1998.
ASI Aerospace Group,Inc. supplies fasteners and other related
components to the aerospace industry. The company operates through its
facilities in San Diego, Torrance and Pasadena, California and Arlington, Texas.
Mark E. Baldwin, Chairman and Chief Executive Officer, commented, "The
acquisition of ASI Aerospace Group, combined with our recent acquisition of
Texas International Aviation, Inc. and our existing aerospace business, creates
one of the premier suppliers of aerospace parts and inventory management
services in North America. These acquisitions will signifigantly strengthen our
capabilities to supply the aerospace industry with a broad range of products,
both through just-in-time inventory management programs and normal distribution.
The acquisition of the ASI Aerospace Group should be immediately accretive to
earnings and will bring an experienced management team to help develop new
growth opportunities in the aerospace industry.
"The acquisition of the ASI Aerospace Group will give Pentacon
approximately $118 million of acquired revenue on a run rate basis since our IPO
in March of this year. We continue to see attractive opportunities for expanding
our business through acquisitions."
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This news release contains forward-looking statements that are subject
to certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Among the key factors that could cause actual results to differ
materially from expectations, estimates of costs or projected or anticipated
changes to cost estimates relating to entering new markets or expanding in
existing markets, changes in economic and industry conditions and changes in
regulatory requirements. These and other risks and assumptions are described in
the Company's reports that are available from the United States Securities and
Exchange Commission.
Headquartered in Houston, Texas, Pentacon is a leading distributor of
fasteners and other small parts and provider of related inventory management
services. The Company presently has 27 distribution facilities located in 14
states.
