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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 (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. The price was determined on the basis of "arms-length"
negotiations between the unrelated parties.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
Pro Forma Financial Information
The unaudited 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 are presented in Exhibit 7.1, attached. These pro forma
statements give effect to the disposition of substantially all of the
assets of three of the Company's businesses to AMETEK, Inc., assuming the
sale had been completed as of January 1, 1997.
The following attached unaudited pro forma balance sheet for July 1, 2000,
presented as Exhibit 7.2, gives effect to the disposition of substantially
all of the assets of three of the Company's businesses to AMETEK, Inc.,
assuming the sale had been completed as of July 1, 2000.
(c) Exhibits.
2.1 Acquisition 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.
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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.
Date: August 22, 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)
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