SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 7, 1999
Precision Standard, Inc.
(Exact Name of Registrant as Specified in Charter)
Colorado 0-13829 84-0985295
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12000 E. 47th Avenue
Suite 400
Denver, Colorado 80237
(Address of Principal Executive Offices)
(303) 371-6525
Registrant's telephone number, including area code:
Item 1
On September 7, 1999, Matthew L. Gold, the Chairman and Chief
Executive Officer of Precision Standard, Inc. (the "Company") sold
1,000,000 shares of Common Stock of the Company to Tennenbaum & Co., LLC
("TCO"), a private investment firm, and certain other investors
(collectively, the "Buyers") for a purchase price of $10,000,000 in cash
and transferred an additional 1,026,908 shares of Common Stock of the
Company to TCO/PSI, LLC, a newly formed Delaware limited liability
company. The sale was pursuant to a Stock Purchase Agreement dated the
same date (the "Stock Purchase Agreement"). In connection with the
purchase, the Buyers executed a proxy with respect to their 1,000,000
shares of Common Stock of the Company in favor of TCO/PSI, LLC to vote
such shares in accordance with the voting provisions set forth in the
TCO/PSI, LLC Agreement. Such proxy terminates with respect to each share
of Common Stock on the earliest to occur of (1) the sale and transfer of
such share from the Buyers, (2) termination of the TCO/PSI, LLC Agreement,
or (3) the annual meeting of shareholders of the Company held in calendar
year 2000.
Mr. Gold and TCO jointly formed TCO/PSI, LLC, with Mr. Gold and TCO
serving as the managing members thereof. The TCO/PSI, LLC Agreement
provides that (i) TCO/PSI, LLC shall vote the contributed shares of Common
Stock of the Company for the election of a slate of directors of the
Company consisting of two TCO nominees, two nominees by Mr. Gold and such
other nominees as Mr. Gold and TCO select and that (ii) TCO/PSI, LLC shall
vote the contributed shares of Common Stock of the Company in favor of any
matter recommended by a majority of the Company's board of directors, on
condition that all of TCO's and Mr. Gold's nominees to the board of
directors were then serving and voted or abstained from voting on such
matter. In the event that a matter is submitted for shareholder approval
without a recommendation from the Company's board of directors, TCO/PSI,
LLC shall vote the contributed shares of Common Stock of the Company as
directed by Mr. Gold and TCO or, if Mr. Gold and TCO do not agree as to
how the contributed shares should be voted on that matter, TCO/PSI, LLC
shall vote 50% of the contributed shares as directed by Mr. Gold and 50%
as directed by TCO.
The Company also announced on September 7, 1999 that Donald Hannah
and Admiral George "Gus" E. R. Kinnear, II submitted resignations from the
board of directors of the Company effective as of the closing of the Stock
Purchase Agreement. Mr. Michael Tennenbaum and Mr. Mark Holdsworth have
been elected to fill the two vacant seats on the board of directors until
their successors are duly elected and qualified at the next annual
shareholders' meeting. Mr. Tennenbaum has been elected to serve as
Chairman of the Board of Directors and Mr. Gold has been elected to serve
as Chairman of the Executive Committee of the Board of Directors.
A copy of the Press Release issued by the Company is attached hereto
as Exhibit 99.
Item 7(c) Exhibits
99.1 Press Release dated September 7, 1999
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.
Precision Standard, Inc.
By:/s/Matthew L. Gold
Name: Matthew L. Gold, President
Dated: September 8, 1999
EXHIBIT 99
FOR IMMEDIATE RELEASE CONTACT: DARRYL MAZOW
TUESDAY, SEPTEMBER 7, 1999 PHONE #: (303) 371-6525
PRECISION STANDARD ANNOUNCES SALE OF
FOUNDING SHAREHOLDER'S STOCK
Denver, CO - September 7, 1999 - Precision Standard, Inc. (Nasdaq: PCSN)
today announced that Matthew L. Gold, its President and Chief Executive
Officer, has sold one million shares of Common Stock of Precision
Standard, Inc. (approximately 25% of the outstanding Common Stock) to
Tennenbaum & Co., LLC, Mass Mutual Life Insurance Company, TMCT Ventures
LP and various other parties. In addition, Mr. Gold and Tennenbaum & Co.,
LLC have jointly formed TCO/PSI, LLC into which Mr. Gold has contributed
his remaining 1,026,908 shares of Precision Standard common stock
representing an additional 26% of the Company's outstanding shares. Mr.
Gold and Michael Tennenbaum, Managing Member of Tennenbaum & Co., are the
managing members of TCO/PSI. TCO/PSI will manage the shares owned by
TCO/PSI and holds a proxy to vote the one million shares sold by Mr. Gold
through the next regularly scheduled annual shareholders meeting.
Mr. Gold commented, "The addition of these institutions to the Company's
shareholder base is a positive sign. I feel this is a step in the right
direction in increasing shareholder value. I expect that having
Tennenbaum & Co. play an integral role in the Company's future will add
financial stability and access to the financial community that will bring
significant value to the Company."
Mr. Tennenbaum commented, "We look forward to working with the talented
people at PSI and helping to grow the Company."
The Company also announced the additions of Mr. Michael Tennenbaum and Mr.
Mark Holdsworth, a principal at Tennenbaum & Co., to the Company's Board
of Directors. Mr. Tennenbaum will serve as Chairman. Mr. Donald Hannah
and Admiral George "Gus" Kinnear II have resigned from the Company's
Board.
Mr. Gold commented, "We are very sad to see Mr. Hannah's and Admiral
Kinnear's departure from our Board. They have both been a significant
asset to the Company, and their insight and determination have helped the
Company through some very difficult periods. We wish them well in their
future endeavors. I am also very excited about the additions of Messrs.
Tennenbaum and Holdsworth to our Board. Michael brings a vast amount of
experience and financial expertise to the Company, having spent 32 years
at Bear Stearns in various capacities including Vice Chairman, Investment
Banking."
Precision Standard, with executive offices in Denver, Colorado, and
facilities in Alabama, California, and Florida, performs maintenance and
modification of aircraft for the U.S. Government and foreign and domestic
commercial customers. The Company also provides aircraft parts and
support and engineering services and full service overhaul and repair for
a wide range of engine nacelle-related needs. It also develops and
manufactures aircraft cargo systems, rocket vehicles and control systems,
and precision springs and components.
STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS
MAY BE FORWARD-LOOKING STATEMENTS WHICH INVOLVE NUMEROUS RISKS
INCLUDING, BUT NOT LIMITED TO, THE EFFECT OF ECONOMIC CONDITIONS, THE
IMPACT OF COMPETITIVE PRODUCTS AND PRICING, ACTIONS BY MANAGEMENT,
ESTIMATES OF BACKLOG AND THE ACTUAL PERFORMANCE OF WORK UNDER
CONTRACT.
