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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) January 13, 2000
MATTHEWS STUDIO EQUIPMENT GROUP
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-18102 95-1447751
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(Commission file number) (I.R.S. Employer Identification Number)
3111 North Kenwood Street, Burbank, CA 91505
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(Address of principal executive office) (Zip Code)
(818) 525-5200
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed
since last report)
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Item 5. Other Events
On January 13, 2000, Matthews Studio Equipment Group ("Matthews") entered into a
letter of intent for the sale of its New York theatrical lighting rental
operations, Four Star Lighting, Inc. ("Four Star"), to Four Star's current
management and a group of investors for a purchase price of $30 million cash.
The transaction will be structured as a sale of Four Star's assets.
In addition to cash consideration, the purchaser will enter into certain
strategic agreements with Matthews in connection with the sale. Matthews will
have $1 million of equipment rental credits from the purchaser and the right to
offer the purchaser's theatrical lighting equipment for rental over Matthews'
Showbizmart.com internet site.
Matthews will retain its Hollywood theatrical lighting rental operations.
Matthews intends to consolidate those operations with its Hollywood Rental Co.
grip and lighting equipment rental operations based in Burbank, California.
The sale is subject to the parties' agreement on the terms of a definitive
acquisition agreement, as well as board and regulatory approval. Matthews
intends to use proceeds from the sale of Four Star to reduce bank and other
debt.
A copy of Matthews' press release regarding the transaction is attached as an
exhibit.
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(2)(c) Exhibits
EXHIBIT INDEX
Exhibit Document Description
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99.3 Press Release regarding sale of Four Star New York.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
MATTHEWS STUDIO EQUIPMENT GROUP
(Registrant)
Date: January 27, 2000 By: /s/ Anil Sharma
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Anil Sharma
President
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EXHIBIT 99.3
Four Star Lighting Release
Matthews Studio Group Moves Forward on Plan to Sell Four Star Lighting, New York
BURBANK, Calif.--(BUSINESS WIRE)--Jan. 13, 1999... Matthews Studio Group
(Nasdaq:MATT - news), an international single-source provider of professional
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equipment to the entertainment industry, today announced, as part of the
strategy to consolidate its core businesses and redirect the focus of the
company to reduce "brick and mortar" orientation, that it had signed a letter of
intent to sell its New York-based theatrical lighting company, Four Star
Lighting to the Company's existing management and a group of private investors.
The newly formed company, Four Star Lighting Group, headed by Four Star's
President, Darren P. DeVerna, plans to purchase the assets of Four Star Lighting
from Matthews Studio Group for a value in excess of $30 Million consisting of
cash, long-term Internet and marketing agreements and strategic alliances with
Matthews Studio Group and ShowbizMart.com.
Matthews Studio Group will retain the assets and operations of the Four Star
Lighting Hollywood Operation, and will consolidate those operations under
Hollywood Rental Co., based in Burbank. The sale is subject to Board of
Directors Approval and customary regulatory approval.
Founded in 1964 Four Star Lighting is the leading supplier of theatrical
equipment to the Broadway market. Mr. DeVerna has headed the company since
1995.
Carlos D. DeMattos, Chairman and CEO of Matthews Studio Group, commented: "The
planned sale of Four Star allows all of us at Matthews to completely focus on
the implementation of our restructuring plans, and returns the helm of a strong
niche market to the individuals who will find the most benefit from their
localized market placement. We believe that this transaction will be most
beneficial to all parties, particularly our clientele in the New York
Metropolitan area, and we look forward to a long and prosperous relationship
between our companies. I am very pleased that Mr. DeVerna will continue to head
the operations of the company, as he has done a great job in the past, and we
are both very enthusiastic about the continued growth of Four Star."
"This is another major step in the process of divesting certain capital-
intensive divisions, relieving debt and improving our cash position, as well as
adding resources to the company's investment in ShowbizMart.com." said Anil
Sharma, President, Matthews Studio Group.
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"While with Matthews Studio Group, I gained a great deal of knowledge that will
benefit me in the future, my future, like my past will be working on Broadway,"
commented DeVerna. "I plan to have Four Star Lighting continue and expand its
service to theatre, and our long term alliance with Matthews Studio Group and
particularly ShowbizMart.com will only enhance our ability to service the market
more efficiently."
Matthews Studio Group supplies traditional lighting, grip, transportation,
generators, camera equipment, professional video and audio equipment, automated
lighting and complete theatrical equipment and supplies to entertainment
producers through its worldwide distribution network.
ShowbizMart.com is designed as the entertainment industry's "one-stop-shop"
online resource for production news, information, professional equipment and
expendables, as well as consumer-oriented merchandise.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this news release are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "act''), which became law in December 1995. In order to obtain the
benefits of the "safe-harbor'' provisions of the act for any such forward-
looking statements, the company wishes to caution investors and prospective
investors about significant factors, which, among others, have in some cases
affected the company's actual results and are in the future likely to affect the
company's actual results and cause them to differ materially from those
expressed in any such forward-looking statements. Investors and prospective
investors should read this news release in conjunction with the company's most
recent Form 10-K and Forms 10-Q.
For More Information, Please Contact
Matthews Studio Equipment Group, Burbank
Carlos D. DeMattos/Anil Sharma, 818/525-5200
