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): June 8, 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 June 8, 2000, Salient 3 Communications, Inc. (Nasdaq/NMS:STCIA) and Hubbell
Incorporated (NYSE:HUBA, HUBB) announced that they have reached an agreement
for Hubbell to purchase all of the common stock of GAI-Tronics Corporation,
Salient 3's industrial communications subsidiary. The purchase price will be
approximately $40 million in cash, subject to certain closing date balance
sheet adjustments.
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. Salient 3 announced on May 11 that it had
reached agreement to sell SAFCO Technologies, Inc., its wireless subsidiary,
to Agilent Technologies for $120 million in cash, subject to certain closing
date balance sheet adjustments. The closing of the sales of both SAFCO and
GAI-Tronics are expected to occur within 90 days, subject to the approval by
Salient's Class B shareholders.
As previously disclosed in the SAFCO announcement, Salient 3 will use proceeds
from subsidiary sales to address expenses specifically associated with each
sale transaction, and certain corporate obligations, including Federal income
taxes.
The Company's current estimate of the ultimate liquidation value per share,
after meeting both current and future obligations over the dissolution period
of the next three years, is in the range of $15.00 to $16.00 per share. This
value is subject to numerous estimates of the current and potential values of
all of Salient 3's assets and liabilities.
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 Hubbell, a company with a long business history and
global presence. We believe that the complementary nature of the product
lines and customer bases should make the combination successful and create
increased future career opportunities for our GAI-Tronics employees."
Commenting further on Salient 3's plan to enhance shareholder value, Mr. Cobb
said, "As we indicated in our announcement of the SAFCO sale agreement, we
expect to make our first liquidating distribution to shareholders during the
third quarter of this year. The exact timing of the distribution is dependent
on the announcement of closing dates for the SAFCO and GAI-Tronics
transactions which will occur after our Shareholder's Meeting expected to be
held mid July, subject to the SEC review process. The first cash distribution
should be the largest we will be making but its exact amount will be dependent
on payment of our current expenses and our Board's assessment of reserves
required to satisfy future and potential obligations during the dissolution
period. The timing of subsequent distributions will be dependent on both the
amount and timing of the resolution of all long term assets and liabilities."
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: June 8, 2000
/s/Paul H. Snyder
Paul H. Snyder
Senior Vice President and
Chief Financial Officer
