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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT ON FORM 8-K/A
(Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2000
Commission file Number 333-49429-01
PRESTOLITE ELECTRIC HOLDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3142033
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2100 Commonwealth Blvd., Ste 300, Ann Arbor, Michigan 48105
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(Address of principal executive offices) (Zip Code)
(734) 913-6600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, address, and former fiscal year, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On August 7, 2000, Prestolite Electric Holding Inc., a Delaware
corporation (the "Company"), consummated the sale to AMETEK, Inc., also a
Delaware corporation, of substantially all of the assets associated with three
of the Company's product lines: switches, direct current motors and battery
chargers. The total sales price was $62.2 million, less certain receivables and
subject to certain adjustments described in the Asset Purchase Agreement dated
August 4, 2000, relating to the transactions, a copy of which is included as an
exhibit to this Form 8-K. Under the Asset Purchase Agreement, the purchase price
is subject to adjustment for changes in net operating assets from a target
amount and for sales to a key customer. Management estimates that the downward
adjustment for changes in net operating assets will not exceed $3 million. Under
the Asset Purchase Agreement, the downward adjustment for sales to the key
customer cannot exceed $3.5 million. The price was determined on the basis of
"arms-length" negotiations between the unrelated parties.
Item 7. Exhibits.
2.1 Asset Purchase Agreement, dated August 4, 2000, by and among
Prestolite Electric Holding, Inc and AMETEK, Inc. Certain
information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment
under Rule 24b-2 as promulgated under the Securities Exchange
Act of 1934.
2.2 Transition Agreement dated August 4, 2000.
7.1 Pro forma statements of operations for the six months ended
July 1, 2000 and July 3, 1999, and for the years ended
December 31, 1999, 1998, and 1997.
7.2 Pro forma balance sheet dated July 1, 2000.
The foregoing exhibits were filed with the initial filing of this current
report and are hereby incorporated by reference to such initial filing.
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.
Date: December 13, 2000 By: /s/ Kenneth C. Cornelius
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Kenneth C. Cornelius
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
