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UNITED STATES
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): MARCH 4, 1999
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VAUGHN COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-15424 41-0626191
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Commission File Number I.R.S. Employer
Identification number
5050 W. 78th Street, Minneapolis, Minnesota 55435
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (612) 832-3200
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N/A .
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(Former name or former address, if changed since last report)
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER COMPLETED
On March 4, 1999, Vaughn Communications, Inc. (the "Company") announced
that Twin Acquisition Corp. ("TAC"), a Minnesota corporation and an indirect
wholly-owned subsidiary of Allied Digital Technologies Corp. ("Allied"), had
merged with and into the Company pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") dated as of December 11, 1998, among the Company, TAC
and Allied Digital, Inc. (for purposes of Section 8.11 only) with the Company as
the surviving corporation (the "Merger").
In the Merger, each shareholder of the Company will receive $10.00 per
share in cash for each share of the Company held by them. Following the Merger,
the capital stock of the Company will no longer be publicly traded.
The transactions contemplated by the Merger Agreement were funded in part
from (a) a $150 million senior secured credit facility led by Fleet National
Bank and (b) a $15 million unsecured senior subordinated credit facility led by
Citicorp Mezzanine Partners, L.P.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated December 11, 1998, among Twin
Acquisition Corp., Allied Digital, Inc. and Vaughn Communications, Inc. without
exhibits and schedules (incorporated by reference to the Form 8-K filed by
Vaughn Communications, Inc. on December 24, 1998).
2.2 Option Termination and Grant Agreement dated December 11, 1998,
between Allied Digital Technologies, Inc. and E. David Willette, (incorporated
by reference to the Form 8-K filed by Vaughn Communications, Inc. on December
24, 1998).
99.1 Press Release of Vaughn Communications, Inc., dated February 23, 1999.
99.2 Joint Press Release of Allied Digital Technologies Corp. and Vaughn
Communications, Inc., dated March 4, 1999.
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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 behalf of the undersigned
thereunto duly authorized.
VAUGHN COMMUNICATIONS, INC.
Dated: March 4, 1999 By /s/ M. Charles Reinhart
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M. Charles Reinhart
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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2.1 Agreement and Plan of Merger
dated December 11, 1998 among
Twin Acquisition Corp., Allied
Digital, Inc. and Vaughn
Communications, Inc.
without exhibits and schedules
(incorporated by reference to the
Form 8-K filed by Vaughn
Communications, Inc. on December 24, 1998).
2.2 Option Termination and Grant
Agreement dated December 11,
1998 between Allied Digital
Technologies, Inc. and E. David
Willette (incorporated by reference
to the Form 8-K filed by Vaughn
Communications, Inc. on December 24, 1998).
99.1 Press Release of Vaughn Communications, Inc.,
dated February 23, 1999.
99.2 Joint Press Release of Allied Digital Technologies Corp. and
Vaughn Communications, Inc., dated March 4, 1999.
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Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MEDIA CONTACT:
Vaughn Communications, Inc. E. David Willette
5050 West 78th Street Vaughn Communications, Inc.
Minneapolis, MN 55402 (612) 832-3200
Vaughn Communications, Inc. Announces Approval of Merger at Special Shareholder
Meeting
February 23, 1999, Minneapolis, Minnesota - Vaughn Communications, Inc.
(Nasdaq National Market System: VGHN) ("Vaughn") today announced that at a
Special Meeting of Shareholders held today (February 23, 1999), the proposed
merger of Vaughn and Twin Acquisition Corp., an indirect wholly-owned subsidiary
of Allied Digital Technologies Corp., has been approved.
As previously announced, under the terms of the Merger Agreement,
stockholders will receive $10.00 per share. Following the Merger, if
consummated, Vaughn will no longer be publicly traded.
Vaughn currently expects the Merger and related financings will be
consummated in the near future, subject to fulfillment or waiver of applicable
conditions to the closing of the Merger.
Vaughn is a multimedia business services provider of high volume video tape
duplication an CD-ROM replication for the corporate, educational and
institutional user.
Statements contained in this press release which are not historical facts
are forward-looking statements. Such forward-looking statements are necessary
estimates reflecting the best judgment of the party making such statements based
upon current information and involve a number of risks and uncertainties.
Forward-looking statements contained in this press release or in other public
statements of the parties should be considered in light of those factors. There
can be no assurance that such factors or other factors will not affect the
accuracy of such forward-looking statements.
END
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Exhibit 99.2
PRESS RELEASE
CONTACT:
Dick Gersh
Richard Gersh Associates, Inc.
(212) 757-1101
FOR IMMEDIATE RELEASE
ALLIED DIGITAL TECHNOLOGIES CORP. COMPLETES VAUGHN COMMUNICATIONS, INC.
ACQUISITION
HAUPPAUGE, NY (March 4, 1999) - Allied Digital Technologies Corp. and
Vaughn Communications, Inc. jointly announced today that they have completed a
merger pursuant to which Vaughn Communications, Inc. became an indirect,
wholly-owned subsidiary of Allied.
The merger was approved at a Special Meeting of Vaughn Shareholders on
February 23, 1999. Under the terms of the merger agreement, Vaughn stockholders
received $10.00 per share. Vaughn will no longer be publicly traded.
Allied's CEO John Mangini stated that from his company's perspective the
merger will open up nine new markets: Minneapolis, Milwaukee, Phoenix, Tampa,
Portland, Atlanta, Houston, Raleigh and Seattle. "This represents a major
strategic move to expand our participation in the very profitable business to
business segment of the market. It also brings us an almost 50% increase in our
videocassette production capacity."
The acquisition is expected to add about $80 million to Allied's revenue
base of approximately $170 million, according to Emily Hill, Allied's senior
vice president and CFO.
Allied is one of the leading multimedia duplicators of CDs, CD-ROM,
audiocassettes and videocassettes serving the entertainment and computer
software industries in the United States. It is a project management supplier
capable of performing every phase of a job from concept designing to delivery of
the finished product in any media format.
Vaughn is a multimedia business services provider of high volume videotape
duplication and CD-ROM replication for the corporate, educational and
institutional user.
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