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UNITED STATES
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 THE SECURITIES EXCHANGE ACT OF 1934
June 30, 2000
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 PARTNERS 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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ERDA, INC.
On June 30, 2000 we acquired all of the common stock of ERDA, Inc. ERDA,
which will be part of our Cabin Management Group, is a Wisconsin-based designer
and manufacturer of aircraft seating. ERDA also manufactures and assembles
components and systems for the medical equipment industry. We intend to continue
to use the acquired assets to manufacture products similar to those previously
manufactured by ERDA.
The total purchase price was approximately $32.0 million, including
acquisition related costs. The acquisition will be accounted for as a purchase
and the difference between the purchase price and the fair value of the net
assets acquired will be recorded as goodwill and amortized on a straight-line
basis over thirty years. Our consolidated financial statements will include
ERDA's financial position and its results of operations for periods subsequent
to the acquisition date.
The acquisition was funded with borrowings under our senior credit facility
and $25.0 million of proceeds from the sale in a private placement of 250,000
shares of DeCrane Aircraft 16% preferred stock and warrants to purchase 139,357
shares of DeCrane Holdings common stock at $0.01 per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
ERDA, Inc. Regulation S-X compliant financial statements are not available
at this time. The financial statements for the appropriate periods will be filed
by amendment to this Form 8-K as soon as practicable, but in no event later than
August 14, 2000.
(b) Pro forma financial information.
Unaudited pro forma financial information reflecting the ERDA, Inc.
acquisition is not available at this time. The pro forma financial information
will be filed by amendment to this Form 8-K as soon as practicable, but in no
event later than August 14, 2000.
(c) Exhibits.
EXHIBIT
NO. EXHIBIT DESCRIPTION
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3.26.1 Articles of Incorporation of ERDA, Inc. **
3.26.2 Bylaws of ERDA, Inc. **
21.1 List of Subsidiaries of Registrant **
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* Previously filed
** To be filed by amendment to this Form 8-K as soon as practicable, but in
no event later than August 14, 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.
DECRANE HOLDINGS CO.
(Registrant)
July 13, 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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