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 (Date of earliest event reported): May 11, 2000
SALIENT 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12588 23-2280922
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organizational) File Number) Identification No.)
P. O. BOX 1498, READING, PENNSYLVANIA 19603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 856-5500
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Item 5. Other Events.
On May 11, 2000, Salient 3 Communications, Inc. (Nasdaq/NMS:STCIA) and
Agilent Technologies Inc. (NYSE:A) announced that they have reached an
agreement for Agilent to purchase all of the common stock of SAFCO
Technologies, Inc., Salient 3's wireless subsidiary. The purchase price will
be approximately $120 million in cash, subject to certain closing date
balance sheet adjustments. SAFCO was acquired by Salient 3 in 1996.
Salient 3 had announced in October 1999 that it had engaged Robert W. Baird &
Co. to assist in evaluating and pursuing various strategic alternatives
intended to enhance shareholder value. After assessing the preliminary
values for the individual subsidiaries generated by Robert W. Baird's sale
process and receiving Baird's advice, the Board determined that Salient 3
would maximize shareholder value by selling its subsidiaries and distributing
the net proceeds to its shareholders. The closing of the sale of SAFCO,
which is expected to occur within 90 days, will be subject to the approval by
Salient's Class B shareholders of the sale by the Company of its operating
units and the dissolution and liquidation of the Company.
After payment of taxes, proceeds received by Salient 3 will initially be used
to pay off outstanding long-term debt and lines of credit, currently
approximately $18.3 million, and certain other corporate obligations,
including fees and management incentives specifically related to the sale.
It is anticipated that total obligations including taxes, specifically
related to this transaction will be no less than $34 million. Additional
obligations that will be incurred at a corporate level cannot be determined
until further progress is made on other anticipated transactions.
Commenting on the agreement, Salient 3's Chairman, President and Chief
Executive Officer, Timothy S. Cobb said, "We are quite pleased to have
reached an agreement with a buyer of the international reputation and
prominence of Agilent. I believe this is an excellent outcome for Agilent,
SAFCO employees and Salient 3 shareholders."
Commenting further on Salient 3's plan to enhance shareholder value, Mr. Cobb
said, "As we indicated at the time of our first quarter 2000 earnings
announcement, we still expect to make our first distribution to shareholders
during the third quarter of this year. We will not be able to definitively
determine the amount of the first distribution until the closing of the SAFCO
sale and further progress on the other transactions. The amounts and timing
of subsequent cash distributions will be dependent on the resolution of
Salient 3's long-term assets and liabilities, including indemnifications
provided with sales of the subsidiaries."
Salient 3 Communications, Inc. is a leading telecommunications equipment and
services company with subsidiaries that support public, private and wireless
network operators.
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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.
SALIENT 3 COMMUNICATIONS, INC.
Date: May 12, 2000
/s/Paul H. Snyder
Paul H. Snyder
Senior Vice President and
Chief Financial Officer
