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 (Earliest Event Reported): November 20, 1995
Exact name of Registrant
as specified in its charter: The Diana Corporation
State or Other Jurisdiction of Incorporation: Delaware
Commission File Number: 1-5486
I.R.S. Employer Identification Number: 36-2448698
Address of Principal Executive Office: 8200 West Brown Deer Road
Suite 200
Milwaukee, WI 53223
Registrant's Telephone Number, Including Area Code: (414) 355-0037
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 20, 1995, C&L Acquisition Corporation, a
subsidiary of the Registrant's subsidiary, C&L Communications, Inc.
("C&L"), acquired 80% of the common stock of Valley Communications,
Inc. ("Valley") from Henry P. Mutz, Christopher M. O'Connor and
Kenneth R. Hurst for approximately $4,000,000 and future
consideration contingent on Valley attaining defined levels of pre
tax earnings in specified time periods through March 2001. Valley
is one of the largest network installation and service companies in
California. Funds for the acquisition will be obtained from C&L's
revolving line of credit with Sanwa Business Credit Corporation.
In addition, Valley's minority shareholders will finance through
October 2000 up to $1 million of the purchase price at a rate of
10% per annum.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
It is impracticable to provide the required
financial information at the time of the filing of
this report. The required financial information
will be filed within 60 days.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro
forma financial information at the time of the
filing of this report. The required pro forma
financial information will be filed within 60 days.
(c) Exhibits
99.1 Press release dated November 30, 1995.
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.
THE DIANA CORPORATION
(Registrant)
/s/ R. Scott Miswald
Vice President and Treasurer
Date: December 5, 1995
For Further Information
Contact:
Richard Y. Fisher
(414) 355-0037
THE DIANA CORPORATION (NYSE-DNA)
ACQUIRES VALLEY COMMUNICATIONS, INC.
Milwaukee, WI, November 30, 1995; The Diana Corporation
announced that it has acquired a majority interest in Fremont,
California based Valley Communications, Inc.
Valley Communications, Inc. is one of the largest network
installation and service companies in California. Valley offers
its clients a broad range of expertise in design, engineering and
installation of all major structured wiring services for voice and
data communications networking. Valley is also a value reseller
for several major networking electronics manufacturers including
Cisco Systems, Bay Networks and Racal Datacom. This positions
Valley as a premiere "one-stop" source for all communications
planning and installation needs.
This acquisition presents Diana with a significant entry into
the fast changing U.S. communications/networking industry. The
relationship with Diana will assist Valley in its expansion of
products, services and geographical area.
Valley's current management team will continue to operate the
company, with plans to add additional professional staff to assist
in meeting the growth projections of the near future.
The Diana Corporation, through its subsidiaries, Sattel
Communications Company and C&L Communications, Inc., is a
telecommunications equipment provider to telephone companies,
systems integrators and interconnect companies, both within the
U.S. and internationally. C&L is a value-added distributor of
products sold into wide area and local area integrated networks to
transport voice, data and video communications. Sattel is a
manufacturer of technologically advanced voice and data central
office telecommunications equipment for use in public switched
telephone networks and for use in private data networks.
