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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K / A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 17, 1999
Date of Report
(Date of earliest event reported)
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DECRANE HOLDINGS CO.
(Exact name of registrant as specified in its charter)
DELAWARE 333-70363 13-4019703
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
c/o DLJ MERCHANT BANKING II, L.P.
277 PARK AVENUE, NEW YORK, NY 10172
(Address, including zip code, of principal
executive offices)
(212) 892-3000
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former address and telephone number of principal executive offices,
if changed since last report)
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EXPLANATORY NOTE
On December 30, 1999, DeCrane Holdings Co. filed a Form 8-K describing our
acquisition of The Infinity Partners, Ltd. on December 17, 1999. At the time of
the filing, audited financial statements of Infinity compliant with Regulation
S-X were not yet available. As a result, the pro forma consolidated financial
information required by the Securities Exchange Act of 1934 could not be
prepared. The purpose of this Form 8-K / A is to amend our initial filing with
respect to the Infinity acquisition and provide the required audited financial
statements and pro forma financial information reflecting the acquisition.
DOCUMENTS REFERRED TO IN THIS REPORT
DeCrane Holdings has filed documents with the Securities and Exchange
Commission that we refer to in this report. The documents we refer to and the
information they contain are described below.
- - Our prospectus dated February 10, 2000, filed pursuant to Rule 424(b)(3) of
the Securities Act of 1993 on February 11, 2000. The prospectus includes
our audited 1998 financial statements, our unaudited financial statements
as of and for the nine months ended September 30, 1999, descriptions of our
acquisition of DeCrane Aircraft in conjunction with the DLJ acquisition and
of companies we have acquired, audited financial statements of companies we
have acquired, and unaudited pro forma consolidated financial information
reflecting the acquired companies, including Infinity.
- - Our Form 8-K filed on December 30, 1999. The Form 8-K includes information
about our acquisition of Infinity.
You may read and copy any reports, statements or other information we file
at the SEC's reference room in Washington D.C. Please call the SEC at (202)
942-8090 for further information on the operation of the reference rooms. You
can also request copies of these documents, upon payment of a duplicating fee,
by writing to the SEC, or review our SEC filings on the SEC's EDGAR web site,
which can be found at http:\\www.sec.gov. You may also write or call us at our
corporate office located at 2361 Rosecrans Avenue, Suite 180, El Segundo,
California 90245. Our telephone number is (310) 725-9123.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Our Form 8-K filed on December 30, 1999 is hereby amended by deleting the
paragraph in Item 7(a) and replacing it with the following:
Audited financial statements of The Infinity Partners, Ltd., including
related notes and independent accountants' report, are attached hereto by
incorporating by reference to pages F-106 through F-115 of our prospectus dated
February 10, 2000 attached as Exhibit 20.2 to this Form 8-K / A as follows:
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Report of Independent Accountants ......................................................................... F-107
Balance Sheets as of December 31, 1998 and September 30, 1999 ............................................. F-108
Statements of Income for the year ended December 31, 1998,
the nine months ended September 30, 1998 (unaudited) and
the nine months ended September 30, 1999 ................................................................ F-109
Statements of Partners' Equity for year ended December 31, 1998 and
the nine months ended September 30, 1999............. ................................................... F-110
Statements of Cash Flows for the year ended December 31, 1998,
the nine months ended September 30, 1998 (unaudited) and
the nine months ended September 30, 1999 ................................................................ F-111
Notes to the Financial Statements ......................................................................... F-112
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(b) Pro forma financial information.
Our Form 8-K filed on December 30, 1999 is hereby amended by deleting the
paragraph in Item 7(b) and replacing it with the following:
Unaudited pro forma consolidated financial information reflecting our
acquisition of The Infinity Partners, Ltd., including related explanatory notes,
are attached hereto by incorporating by reference to pages P-2 through P-17 of
our prospectus dated February 10, 2000 attached as Exhibit 20.2 to this Form
8-K/A as follows:
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Basis of Presentation ..................................................................................... P-2
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 1999 ................................... P-3
Unaudited Pro Forma Consolidated Statement of Operations for the:
Twelve months ended September 30, 1999 .................................................................. P-4
Year ended December 31, 1998 ............................................................................ P-5
Nine months ended September 30, 1998 .................................................................... P-6
Nine months ended September 30, 1999 .................................................................... P-7
Notes to Unaudited Pro Forma Consolidated Financial Data .................................................. P-8
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(c) Exhibits.
Exhibit
NO. EXHIBIT DESCRIPTION
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13.22.1 Articles of Incorporation DAH-IP Holdings, Inc. *
13.22.2 By Laws of DAH-IP Holdings, Inc. *
13.23.1 Articles of Incorporation of DAH-IP Infinity, Inc. *
13.23.2 By Laws of DAH-IP Infinity, Inc. *
13.24.1 Certificate of Limited Partnership DAH-IP Acquisition
Co., L.P.* the General Partner, and DeCrane Aircraft
Holdings, Inc., the Limited Partner *
13.24.2 Limited Partnership Agreement of DAH-IP Acquisition
Co., L.P. among DAH-IP Holdings, Inc., the General Partner,
and DeCrane Aircraft Holdings, Inc., the Limited Partner *
13.24.3 Assignment of Partnership Interest by DeCrane Aircraft
Holdings, Inc. to DAH-IP Infinity, Inc. *
20.2 Prospectus of DeCrane Holdings, Co. dated February 10, 2000
(incorporated by reference to the Company's filing on February
11, 2000 pursuant to Rule 424(b)(3) of the Securities Act of
1933) *
21.1 List of Subsidiaries of Registrant *
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* Previously filed
** Filed herewith
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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.
DECRANE HOLDINGS CO.
(Registrant)
February 11, 2000 By: /s/ RICHARD J. KAPLAN
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Name: Richard J. Kaplan
Title: Assistant Secretary and Assistant
Treasurer (chief accounting officer)
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