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): February 3, 1997
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: 26025 Mureau Road
Calabasas, CA 91302
Registrant's Telephone Number, Including Area Code: (818) 878-7711
ITEM 5. OTHER EVENTS
On February 4, 1997, the Company announced that it has
completed the sale of the assets of Atlanta Provision Company, Inc.
to Colorado Boxed Beef Company.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated February 4, 1997.
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)
Date: February 5, 1997 /s/ R. Scott Miswald
Vice President and Treasurer
Contact: Tony Squeglia
Sattel Communications
(818) 878-7711
E-mail: [email protected]
Diana Corp Sells Atlanta Provision Company
Retains Plan To Make Sattel Communications a "Pure Play"
Calabasas, CA - February 4, 1997 - The Diana Corporation
(NYSE:DNA), today announced that it has completed the sale of
assets of its meat and seafood business, Atlanta Provision Company
(APC), to Colorado Boxed Beef Company of Auburndale, Fl for
approximately $14 million, less the assumption of certain
liabilities. The cash portion of the proceeds from the sale of APC
of approximately $1.3 million will be invested in Diana's core
business, Sattel Communications. The company expects to report, as
a result of the sale, a charge of approximately $2 million.
"Since we filed our restructuring plan with the Securities &
Exchange Commission last November, we were approached by potential
buyers for APC," said James J. Fiedler, Chairman and Chief
Executive Officer, The Diana Corporation. "After evaluating the
alternatives and conferring with our investment bankers, Hambrecht
& Quist, we believe that our shareholders and our company are
better served by the sale of APC."
"Our goal to enhance shareholder value and make Sattel
Communications a separate entity has not changed, however, the sale
of our non-related APC business now obviates the need for
separating Diana Corp into two publicly-traded entities, Sattel
Communications and "Newco," which would consist of APC, C&L
Communications and Valley Communications. The company will
continue to review various alternatives related to all or portions
of C&L and Valley."
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In the proposed restructuring plan filed with the S.E.C., the
distribution of "Newco" shares would have been a taxable dividend
to shareholders. Now the proceeds from the sale of APC can be
invested into growing Diana's core business, Sattel Communications.
"The result is a stronger company. We view this approach as a
"win-win" for our shareholders and for our company," stated
Fiedler.
Diana's remaining three lines of business operate in different
areas of the communications field. Sattel Communications provides
telecom switching systems, C&L Communications distributes telecom
equipment, and Valley Communications designs, installs and services
voice and data networks.
The Diana Corporation will continue to report the financial results
of Sattel Communications separately from C&L Communications and
Valley Communications. The company also retains its plans to
rename The Diana Corporation to Sattel Communications, subject to
shareholder approval.
The Diana Corporation has been advised, with respect to the
restructuring, by the investment banking firm of Hambrecht & Quist
and the law firm of Sullivan & Cromwell.
The Diana Corporation, through its subsidiaries, provides
telecommunications equipment for use in public switched telephone
networks and private data networks; distributes telecommunications
equipment to local and long distance carriers, systems
integrators, and interconnect companies; and installs, services and
resells customer premises equipment for use in voice and data
networks.
The statements in this news release looking forward in time involve
known and unknown risks and uncertainties, which may cause the
Company's actual results in future periods to be materially
different from any future performance suggested in this release.
Such factors include actual and potential competition, risks
associated with consolidation in the industry and with acquisitions
and international expansion, the need to manage growth, and certain
technology and regulatory risks. For more information, please
refer to the Company's filings with the Securities and Exchange
Commission.
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