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
Date of report (Date of earliest event reported) November 25, 1996
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Pneumo Abex Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-48904 06-1238996
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Third Street and Jefferson Avenue, Camden, N.J. 08104
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 964-8840
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Mafco Worldwide Corporation
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On November 25, 1996, Mafco Consolidated Group, Inc., a Delaware
corporation ("Mafco"), and Power Control Technologies, Inc., a Delaware
corporation ("PCT"), consummated the transactions contemplated by a Stock and
VSR Purchase Agreement (the "Purchase Agreement"), dated as of October 23,
1996, by and among Mafco, PCT and PCT International Holdings Inc., a Delaware
corporation and wholly owned subsidiary of PCT ("Purchaser"). Pursuant to the
Purchase Agreement, Purchaser acquired from Mafco, all the issued and
outstanding shares (the "Shares") of capital stock of Flavors Holdings Inc., a
Delaware corporation and wholly owned subsidiary of Mafco ("Flavors"), and
23,156,502 Value Support Rights (each a "VSR" and collectively, the "VSRs")
issued pursuant to a Value Support Rights Agreement (the "VSR Agreement"),
dated November 25, 1996, between Mafco and American Stock Transfer & Trust
Company, as trustee. Flavors, through its wholly owned subsidiary Mafco
Worldwide Corporation, a Delaware corporation ("Mafco Worldwide"), operates a
licorice extract and other flavoring agents manufacturing and distributing
business.
In consideration for the Shares and VSRs, Purchaser paid Mafco cash in
the amount of $180 million. In addition, Purchaser will pay Mafco deferred cash
payments of $3.7 million on June 30, 1997 and $3.5 million on December 31,
1997. The source of funds for such payments was, and is anticipated to be,
available cash.
Each of the Purchase Agreement and VSR Agreement were unanimously
approved by the Boards of Directors of Mafco and PCT and, in the case of PCT,
by a Special Committee of independent directors formed for the purpose of
considering the transaction. Mafco and certain of its affiliates beneficially
own 36.4% of the outstanding shares of PCT common stock and officers of Mafco
and certain of its affiliates constitute five of the eight members of PCT's
Board of Directors.
Immediately following the acquisition of Flavors, Purchaser
contributed all outstanding shares of common stock of Pneumo Abex Corporation,
a Delaware corporation ("Pneumo Abex"), to Flavors and Flavors contributed such
shares to Mafco Worldwide, which resulted in Pneumo Abex becoming a wholly
owned subsidiary of
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Mafco Worldwide. On November 25, 1996, Mafco Worldwide merged with and into
Pneumo Abex with Pneumo Abex being the surviving corporation, the directors of
Mafco Worldwide becoming the directors of Pneumo Abex and Pneumo Abex becoming
a wholly owned subsidiary of Flavors.
As a result of the merger, Pneumo Abex assumed the obligations of
Mafco Worldwide under a Credit Agreement, dated as of June 29, 1994, by and
between Mafco Worldwide and The Chase Manhattan Bank, N.A., as agent (as
amended, the "Credit Agreement"). Such obligations are guaranteed by Flavors.
This guarantee is secured by a pledge of all the shares of common stock of
Pneumo Abex owned by Flavors.
A copy of each of the Purchase Agreement and the VSR Agreement is
filed herewith as Exhibits 2.1 and 4.1, respectively, and each is incorporated
herein by reference. The foregoing summary of each of the Purchase Agreement
and the VSR Agreement does not purport to be complete and is qualified in its
entirety by reference to the provisions of such agreements.
ITEM 5. OTHER EVENTS
The information set forth in Item 1 regarding the merger of Mafco
Worldwide with and into Pneumo Abex is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Not applicable.
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(c) Exhibits
2.1 Stock and VSR Purchase Agreement, dated as of October 23, 1996, by and
among Mafco Consolidated Group Inc., Power Control Technologies,
Inc. and PCT International Holdings Inc. (incorporated by reference
from Exhibit 7 of the Mafco Consolidated Group Inc.'s Schedule 13D,
dated October 25, 1996, filed with respect to Power Control
Technologies, Inc.).
4.1 Value Support Rights Agreement, dated November 25, 1996, between Mafco
Consolidated Group Inc. and American Stock Transfer & Trust Company,
as the trustee (incorporated by reference from Exhibit 4.1 to Mafco
Consolidated Group Inc.'s Current Report on Form 8-K filed on November
27, 1996).
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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 hereunto duly authorized.
Dated: November 27, 1996
PNEUMO ABEX CORPORATION
By: /s/ Joram C. Salig
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Joram C. Salig
Vice President and
Assistant Secretary
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Stock and VSR Purchase Agreement, dated as of October 23, 1996,
by and among Mafco Consolidated Group Inc., Power Control
Technologies, Inc. and PCT International Holdings Inc. (in-
corporated by reference from Exhibit 7 of the Mafco Consolidated
Group Inc.'s Schedule 13D, dated October 25, 1996, filed with
respect to Power Control Technologies, Inc.).
4.1 Value Support Rights Agreement, dated November 25, 1996, between
Mafco Consolidated Group Inc. and American Stock Transfer & Trust
Company, as the trustee (incorporated by reference from Exhibit
4.1 to Mafco Consolidated Group Inc.'s Current Report on Form 8-K
filed on November 27, 1996).
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