SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 26, 1999
Date of Report (Date of Earliest Event Reported):
CTS CORPORATION
Exact Name of Registrant as Specified in its Charter
Indiana
State or other jurisdiction
of incorporation
1-04639 35-0225010
(Commission File Number) (I.R.S. Employer Identification No.
905 West Boulevard North
Elkhart, Indiana 46514
(Address of Principal Executive Offices) (Zip Code)
(219) 293-7511
(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets.
On February 26, 1999, CTS Wireless Components ("Buyer"), a wholly owned
subsidiary of CTS Corporation ("CTS"), pursuant to an Asset Sale Agreement dated
December 22, 1998 (the "Agreement") acquired certain assets and assumed certain
liabilities of the Component Products Division of the Automotive, Component,
Computer and Energy Sector ("CPD") of Motorola, Inc. ("Motorola"). Buyer paid to
Motorola $94 million cash at the closing and agreed to make additional payments
to Motorola in each of the following five fiscal years beginning with fiscal
year 1999. The amount of these additional payments will be calculated based on
CPD's results of operations, and will not exceed an aggregate amount of $105
million. Yearly payments made under this agreement are capped at $25,400,000 for
1999, $27,400,000 for 2000, and $17,400,000 for each of the three fiscal years
thereafter. In addition to these payments, Buyer assumed $51 million of debt as
part of the CPD acquisition.
CTS obtained a substantial portion of the funds to finance the
acquisition by borrowing under an Amended and Restated Credit Agreement, dated
February 26, 1999, by and among CTS, the Lenders named therein and NBD Bank,
N.A., as Agent (the "Credit Agreement"). The Credit Agreement provides for a
$150 million revolving loan commitment, a $66 million term loan commitment, and
a $10 million swing line loan commitment. As a condition to the extension of
credit under the Credit Agreement, Buyer, CTS, and additional subsidiaries of
CTS entered into a guaranty in favor of the Agent, for the ratable benefit of
the Lenders, under the Credit Agreement (the "Guaranty"). Copies of the Credit
Agreement and the Guaranty are attached hereto as Exhibits 99.2 and 99.3,
respectively.
CPD is an electronics components manufacturer with plant facilities in
Scottsdale, Arizona; Albuquerque, New Mexico; Shaumburg, Illinois; Tianjin,
China; and Chung-Li, Taiwan. Its assets include facilities, real property
leases, equipment, intellectual property, and personnel. CPD designs and
manufactures a variety of components including ceramic filters, quartz crystals,
crystal oscillators, surface acoustic wave components, and piezoceramic devices.
CPD sells its products primarily to manufacturers of telecommunications
products, including Motorola. Buyer intends to continue to use these assets for
the design, production, and sale of such products at these facilities following
the acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of CPD for the periods specified in
Rule 3-05(b) of Regulation S-X will be filed by amendment to
this Current Report on Form 8-K not later than sixty (60) days
after the date on which this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information
The Pro Forma Financial statements of CPD required pursuant to
Article 11 of Regulation S-X will be filed by amendment to
this Current Report on Form 8-K not later than sixty (60) days
after the date on which this Current Report on Form 8-K is
required to be filed.
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(c) Exhibits
2.1 Asset Sale Agreement by and among Motorola, Inc., CTS
Wireless Components, Inc., and CTS Corporation, dated
December 22, 1998 (filed as Exhibit (10)(f) to CTS's annual
report for 1998 on Form 10-K, filed on February 25, 1999, and
incorporated by reference herein).
99.1 Press Release dated February 26, 1999.
99.2 Amended and Restated Credit Agreement, dated as of February
26, 1999, by and among CTS, the Lenders named therein, and NBD
Bank, N.A., as Agent.
99.3 Guaranty, dated as of February 26, 1999, by Buyer, CTS, and
any subsidiaries of the Borrower as defined therein, in favor
of the Agent.
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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 filed on its behalf by the
undersigned hereunto duly authorized.
CTS CORPORATION
[GRAPHIC OMITTED]
Dated: [March 11, 1999].
By: /S/_Jeannine M. Davis
Name: Jeannine M. Davis
Title: Senior Vice President,
General Counsel & Secretary
(PLEASE NOTE THAT THIS FORM 8-K IS BEING
REFILED - THE EXHIBITS HAVE BEEN
PREVIOUSLY FILED)
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INDEX TO EXHIBITS
2.1 Asset Sale Agreement by and among Motorola, Inc., CTS Wireless
Components, Inc., and CTS Corporation, dated December 22, 1998
(filed as Exhibit(10)(f) to CTS's annual report for 1998 on Form 10-K,
filed on February 25, 1999, and incorporated by reference herein).
99.1 Press Release dated February 26, 1999.
99.2 Amended and Restated Credit Agreement, dated as of February
26, 1999, by and among CTS, the Lenders named therein, NBD
Bank, N.A., as Agent.
99.3 Guaranty, dated as of February 26, 1999, by Buyer, CTS, and any
subsidiaries of the Borrower as defined therein, in favor of the Agent.
(PLEASE NOTE THAT THIS FORM 8-K IS BEING
REFILED - THE EXHIBITS HAVE BEEN
PREVIOUSLY FILED)
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