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Previous: COVALENT GROUP INC, DEF 14A, 1998-04-21 |
Next: CORPORATE OFFICE PROPERTIES TRUST INC, S-11/A, 1998-04-21 |
<PAGE> 1
CONFORMED
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report April 20, 1998 Commission File No. 333-27341
TELEX COMMUNICATIONS, INC.
(FORMERLY KNOWN AS EV INTERNATIONAL, INC.)
(Exact name of Registrant as specified in its charter)
DELAWARE 38-1853300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9600 ALDRICH AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55420
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (612) 884-4051
-------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
110 COMMON SHARES WERE OUTSTANDING AS OF FEBRUARY 2, 1998
THIS DOCUMENT CONTAINS 14 PAGES.
================================================================================
1
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
See Item 2 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
EV International, Inc. ("EVI" or the "Company") entered into an
Exchange Agreement and Plan of Merger, dated as of January 30,
1998 (the "Exchange Agreement"), among Greenwich I LLC, a
Delaware limited liability company ("G-I"), Greenwich II LLC, a
Delaware limited liability company ("G-II"), EVI Audio Holdings,
Inc., a Delaware corporation ("EVI Holdings"), Telex
Communications Group, Inc., a Delaware corporation ("TCG"), and
Telex Communications, Inc., a Delaware corporation ("Telex").
All of the parties to the Exchange Agreement are affiliates of
Greenwich Street Capital Partners, L.P. ("GSCP"). Pursuant to
the Exchange Agreement (i) G-I contributed and exchanged 85,000
shares of EVI Holdings' common stock, par value $.001 per share
and 13,000 shares of EVI Holdings' Class A Pay-In-Kind Preferred
Stock, par value $.01 per share, for 1,397,400 shares of TCG
common stock, par value $.0005 per share (the "Common Stock")
and 13,000 shares of TCG Series A Pay-In-Kind Preferred Stock,
par value $.01 per share (the "Preferred Stock"), respectively,
(ii) EVI Holdings was merged with and into TCG (the "Merger"),
with TCG as the surviving corporation, (iii) effective as of
February 2, 1998, Telex was merged with and into the Company
(the "Subsequent Merger") with the Company as the surviving
corporation, a wholly-owned subsidiary of TCG, and (iv) the
Company changed its name to "Telex Communications, Inc.", in
each case on the terms and conditions described in the Exchange
Agreement. The Company accounted for the Subsequent Merger as a
combination of entities under common control. Therefore, the
Company's financial statements reflect the results of EVI and
Telex for all periods presented.
In connection with the Subsequent Merger, approximately $12.7
million outstanding under EVI's Senior Credit Facility was paid
in full and EVI's Senior Credit Facility was terminated. Such
indebtedness and other amounts outstanding were repaid with
existing cash at closing from the Company of approximately $3.8
million and replaced with borrowings under the Company's
revolving credit facility (formerly Telex's Senior Credit
Facility) of approximately $8.9 million.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<S> <C>
(a) Financial Statements. Page No.
Audited Financial Statements for Telex as of March 31, 1997
and for the year then ended are incorporated by reference
from Telex Communications, Inc.'s Registration Statement on
Form S-4 (333-30679). *
Audited Financial Statements for EVI as of February 28, 1997
and for the year then ended are incorporated by reference
from the Registrant's Registration Statement on Form S-4
(333-27341). *
Unaudited Financial Statements for Telex as of December 31,
1997 and for the nine months then ended are incorporated by
reference from the Telex Communications, Inc.'s Form 10-Q
(333-30679). *
Unaudited Financial Statements for EVI as of November 30,
1997 and for the nine months then ended are incorporated by
reference from the Registrant's Form 10-Q (333-27341). *
(b) Pro Forma Financial Statements.
Unaudited Pro Forma Condensed Statement of Operations for
the year ended February 28, 1997 for EVI and March 31,
1997 for Telex, respectively. 5
Unaudited Pro Forma Condensed Statement of Operations for
the nine months ended November 30, 1997 for EVI and
December 31, 1997 for Telex, respectively. 8
Unaudited Pro Forma Condensed Balance Sheet as of November
30, 1997 for EVI and December 31, 1997 for Telex,
respectively. 9
Notes to Unaudited Pro Forma Condensed Financial Statements 10
* Not applicable.
</TABLE>
3
<PAGE> 4
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATMENTS
The following unaudited pro forma condensed financial information (a) for the
fiscal year ended February 28, 1997 and the nine months ended November 30, 1997
in the case of EVI and (b) for the fiscal year ended March 31, 1997 and the nine
months ended December 31, 1997 in the case of Telex, gives effect to the
Subsequent Merger as if it had occurred (i) as of the beginning of each period
presented for the unaudited pro forma condensed statements of operations and
(ii) as of the end of the most recent period presented for purposes of the
unaudited pro forma condensed balance sheet. The Subsequent Merger has been
accounted for as a combination of entities under common control. The unaudited
pro forma condensed financial information should be read in conjunction with the
more detailed information, risk factors and financial statements, including the
related notes, included in the previous Form S-4 registration statements and
reports filed with the Securities and Exchange Commission ("SEC") by EVI and
Telex. Unless otherwise indicated herein or the context requires, capitalized
terms are defined in this report or elsewhere in the previous registration
statements and reports filed with the SEC by EVI and Telex.
The Unaudited Pro Forma Condensed Financial Statements do not purport to present
the actual financial position or results of operations of Telex Communications,
Inc. had the Subsequent Merger and events assumed therein in fact occurred on
the dates specified, nor are they necessarily indicative of the results of
operations that may be achieved in the future. The following Unaudited Pro Forma
Condensed Statement of Operations do not reflect cost savings that may result
from the Subsequent Merger. The Unaudited Pro Forma Condensed Financial
Statements are based on certain assumptions and adjustments described in the
Notes to the Unaudited Pro Forma Condensed Financial Statements and should be
read in conjunction therewith and with the Consolidated Financial Statements of
Telex and EVI and the related notes thereto incorporated herein by reference.
4
<PAGE> 5
TELEX COMMUNICATIONS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
EVI
-----------------------------------------------------------------------------------------
PREDECESSOR BASIS NEW BASIS PRO FORMA
MARCH 1, 1996 TO FEBRUARY 11, 1997 TO PRO FORMA YEAR ENDED
FEBRUARY 10, 1997 (A) FEBRUARY 28, 1997 (A) ADJUSTMENTS FEBRUARY 28, 1997
--------------------- --------------------- ----------- -------------------
<S> <C> <C> <C> <C>
Net sales $ 177,130 $ 14,916 $ - $ 192,046
Cost of sales 122,755 10,081 - 132,836
--------- --------- --------- ---------
54,375 4,835 - 59,210
--------- --------- --------- ---------
Operating expenses:
Selling, general and administrative 31,875 785 - 32,660
Engineering and development 6,890 1,614 - 8,504
Corporate charges - 37 713 (b) 750
Amortization of intangibles 1,064 54 490 (c) 1,608
--------- --------- --------- ---------
39,829 2,490 1,203 43,522
--------- --------- --------- ---------
Operating income (loss) 14,546 2,345 (1,203) 15,688
Other income (expense):
Interest - (843) (12,413)(d) (13,256)
Other, net - (10) - (10)
--------- --------- --------- ---------
Income (loss) before income taxes 14,546 1,492 (13,616) 2,422
Provision (benefit) for income taxes 6,200 651 (5,814)(e) 1,037
--------- --------- --------- ---------
Net income (loss) $ 8,346 $ 841 $ (7,802) $ 1,385
========= ========= ========= =========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements.
5
<PAGE> 6
TELEX COMMUNICATIONS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
TELEX
---------------------------------------------------------------------
HISTORICAL PRO FORMA
YEAR ENDED PRO FORMA YEAR ENDED
MARCH 31, 1997 ADJUSTMENTS MARCH 31, 1997
--------------------------- -------------- -----------------
<S> <C> <C> <C>
Net sales $ 170,881 $ - $ 170,881
Cost of sales 99,624 - 99,624
--------- --------- ---------
71,257 - 71,257
--------- --------- ---------
Operating expenses:
Selling, general and administrative 27,545 5,726 (g) 33,271
Engineering and development 7,645 - 7,645
Corporate charges - 1,715 (g) 1,715
Amortization of intangibles 1,648 - 1,648
--------- --------- ---------
36,838 7,441 44,279
--------- --------- ---------
Operating income (loss) 34,419 (7,441) 26,978
Other income (expense):
Interest (12,513) (12,475)(h) (24,988)
Other, net 1,671 (1,435)(i) 236
--------- --------- ---------
Income (loss) before income taxes 23,577 (21,351) 2,226
Provision (benefit) for income taxes 9,252 (8,370)(j) 882
--------- --------- ---------
Net income (loss) $ 14,325 $ (12,981) $ 1,344
========= ========= =========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements.
6
<PAGE> 7
TELEX COMMUNICATIONS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
EVI TELEX SUBSEQUENT
PRO FORMA PRO FORMA MERGER PRO FORMA
YEAR ENDED YEAR ENDED PRO FORMA AS
FEBRUARY 28, 1997(A) MARCH 31, 1997 ADJUSTMENTS ADJUSTED
------------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 192,046 $ 170,881 $ - $ 362,927
Cost of sales 132,836 99,624 - 232,460
--------- --------- ---------- ---------
59,210 71,257 - 130,467
--------- --------- ---------- ---------
Operating expenses:
Selling, general and administrative 32,660 33,271 - 65,931
Engineering and development 8,504 7,645 - 16,149
Corporate charges 750 1,715 (750)(o) 1,715
Amortization of intangibles 1,608 1,648 - 3,256
--------- --------- ---------- ---------
43,522 44,279 (750) 87,051
--------- --------- ---------- ---------
Operating income 15,688 26,978 750 43,416
Other income (expense):
Interest (13,256) (24,988) 1,250 (k) (36,994)
Other, net (10) 236 - 226
--------- --------- ---------- ---------
Income before income taxes 2,422 2,226 2,000 6,648
Provision for income taxes 1,037 882 818 (l) 2,737
--------- --------- ---------- ---------
Net income $ 1,385 $ 1,344 $ 1182 $ 3,911
========= ========= ========== =========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements.
7
<PAGE> 8
TELEX COMMUNICATIONS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
TELEX
EVI ----------------------------------------
HISTORICAL HISTORICAL
NINE MONTHS ENDED NINE MONTHS ENDED PRO FORMA
NOVEMBER 30, 1997 (A) DECEMBER 31, 1997 (G) ADJUSTMENTS
------------------------- ------------------------- -------------
<S> <C> <C> <C>
Net sales $ 136,810 $ 125,390 $ -
Cost of sales 96,991 71,886 -
--------------- --------------- -------
39,819 53,504 -
--------------- --------------- -------
Operating expenses:
Selling, general and administrative 23,132 34,378 (7,410) (f)
Engineering and development 6,716 6,706 -
Corporate charges 563 1,122 164 (g)
Amortization of intangibles 1,206 1,356 -
--------------- --------------- -------
31,617 43,562 (7,246)
--------------- --------------- -------
Operating income 8,202 9,942 7,246
Other income (expense):
Interest (15,898) (19,328) 819 (h)
Recapitalization - (6,710) 6,710 (m)
Other, net (698) 297 (164) (i)
--------------- --------------- -------
Income (loss) before income taxes
and extraordinary loss (8,394) (15,799) 14,611
Provision (benefit) for income taxes (2,675) (3,634) 2,880 (j)
--------------- --------------- -------
Income (loss) before extraordinary loss (5,719) (12,165) 11,731
Extraordinary loss on early retirement
of debt, net of income taxes - (10,553) 10,553 (f)
--------------- --------------- -------
Net income (loss) $ (5,719) $ (22,718) $22,284
=============== =============== =======
<CAPTION>
TELEX
----------------- SUBSEQUENT
PRO FORMA MERGER PRO FORMA
NINE MONTHS ENDED PRO FORMA AS
DECEMBER 31, 1997 ADJUSTMENTS ADJUSTED
----------------- --------------- --------------
<S> <C> <C> <C>
Net sales $ 125,390 $ - $ 262,200
Cost of sales 71,886 - 168,877
--------------- --------------- --------------
53,504 - 93,323
--------------- --------------- --------------
Operating expenses:
Selling, general and administrative 26,968 (n) - 50,100
Engineering and development 6,706 - 13,422
Corporate charges 1,286 (563) (o) 1,286
Amortization of intangibles 1,356 - 2,562
--------------- --------------- --------------
36,316 (563) 67,370
--------------- --------------- --------------
Operating income 17,188 563 25,953
Other income (expense):
Interest (18,509) 6,577 (k) (27,830)
Recapitalization - - -
Other, net 133 (239) (p) (804)
--------------- --------------- --------------
Income (loss) before income taxes
and extraordinary loss (1,188) 6,901 (2,681)
Provision (benefit) for income taxes (754) 2,678 (l) (751)
--------------- --------------- --------------
Income (loss) before extraordinary loss (434) 4,223 (1,930)
Extraordinary loss on early retirement
of debt, net of income taxes - - -
--------------- --------------- --------------
Net income (loss) $ (434) $ 4,223 $ (1,930)
=============== =============== ==============
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements.
8
<PAGE> 9
TELEX COMMUNICATIONS, INC.
PRO FORMA CONDENSED BALANCE SHEET
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SUBSEQUENT
EVI TELEX MERGER PRO FORMA
HISTORICAL HISTORICAL PRO FORMA AS
NOVEMBER 30, 1997 (A) DECEMBER 31, 1997 ADJUSTMENTS ADJUSTED
-------------------------- ------------------- ----------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,865 $ 308 $ (9,173) (q) $ -
Accounts receivable, net 37,514 25,655 - 63,169
Inventories 51,917 28,844 - 80,761
Other 7,665 13,523 - 21,188
-------- --------- -------- --------
Total current assets 105,961 68,330 (9,173) 165,118
Property and equipment, net 30,734 21,516 - 52,250
Deferred financing costs, net 5,037 9,745 (593) (r) 14,189
Deferred income taxes - 14,954 - 14,954
Intangibles, net 60,922 19,043 - 79,965
-------- --------- -------- --------
$202,654 $ 133,588 $ (9,766) $326,476
======== ========= ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 16,016 $ 9,589 $ - $ 25,605
Revolving line of credit - 3,296 5,550 (q) 8,846
Other accrued liabilities 17,743 14,888 (926) (r) 31,705
Current portion of long-term debt 1,083 8,000 (1,083) (q) 8,000
-------- --------- -------- --------
Total current liabilities 34,842 35,773 3,541 74,156
Long-term debt 111,917 232,000 (11,917) (q) 332,000
Other long-term liabilities 7,305 5,930 - 13,235
-------- --------- -------- --------
154,064 273,703 (8,376) 419,391
-------- --------- -------- --------
Shareholder's equity (deficit):
Common stock and capital in excess of par 57,600 3,781 - 61,381
Cumulative translation adjustment (4,133) (53) - (4,186)
Accumulated deficit (4,877) (143,843) (1,390) (r) (150,110)
-------- --------- -------- --------
Total shareholder's equity (deficit) 48,590 (140,115) (1,390) (92,915)
-------- --------- -------- --------
$202,654 $ 133,588 $ (9,766) $326,476
======== ========= ======== ========
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Financial Statements.
9
<PAGE> 10
NOTES TO UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS
(IN THOUSANDS)
(a) The financial statements for EVI, included in these Pro Forma Condensed
Financial Statements, contain certain reclassifications necessary to be
consistent with those classifications used in the Telex financial
statements. These reclassifications had no effect on net income (loss)
or shareholder's equity, as previously reported.
(b) Reflects annual management fee charged to EVI by GSCP of $750.
(c) Reflects additional amortization of intangibles incurred by EVI as a
result of the allocation of the excess of the purchase price over
identified tangible and intangible net assets acquired, which is being
amortized over 40 years.
(d) Reflects incremental interest expense associated with the EVI Term Loan
Facility and Notes and related fees and amortization of deferred
financing costs:
<TABLE>
<CAPTION>
Year Ended
February 28,
1997
-------
<S> <C>
Incremental interest on the EVI Term Loan Facility at a
variable rate of 8.17% at an assumed balance of $18.0 million $ 870
Interest on the EVI Notes at a rate of 11% 11,000
Incremental Bank agency and commitment fees 167
Incremental Amortization of deferred financing costs 376
-------
Incremental interest expense $12,413
=======
</TABLE>
A 1/2% change in the variable interest rate under the EVI Term Loan
Facility would change pro forma interest expense by $90 per annum.
(e) Reflects the pro forma provision for income taxes associated with pro
forma adjustments at an assumed rate of 42.7%.
(f) Non-recurring transaction related costs included in the nine months
ended December 31, 1997 for Telex include the extraordinary loss
related to the early retirement of debt of $10,553, net of tax, the
recapitalization expense of $6,710, and the non-cash compensation
charge of $7,410 associated with the change in terms of rolled over
options. Such amounts have been recorded in the historical statement of
operations for the nine months ended December 31, 1997, and as a
result, are eliminated in the pro forma adjustments for that period.
10
<PAGE> 11
(g) Reflects management fees charged to Telex by GSCP, management bonuses
under the new incentive program and non-cash charges under the new
option plan, in each case adopted by Telex on May 6, 1997.
<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
March 31, December 31,
1997 1997
------------ ------------
<S> <C> <C>
Management fee $ 1,715 $ 164
============ ============
Management incentive program 285 - *
Non-cash compensation under new option program 3,151 - *
Cash compensation bonus program 2,290 - *
------------ ------------
Additional selling, general and administrative expense $ 5,726 $ -
============ ============
</TABLE>
* The management incentive, new option and cash compensation
expenses have been reflected in the historical statement of
operations for the nine months ended December 31, 1997.
(h) Reflects net pro forma interest expense adjustments associated with the
following debt instruments:
<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
March 31, December 31,
1997 1997
------------- --------------
<S> <C> <C>
Elimination of interest on the old notes $ (11,967) $ (1,200)
Elimination of amortization of deferred financing costs
related to the old notes (359) (28)
Elimination of the write-off of deferred financing costs
related to the bridge loan commitment - (1,674)
Interest expense with respect to the Telex Senior
Credit Facility and the new notes at a weighted
average interest rate of 9.49% and 9.52%, respectively 23,433 1,968
Amortization of deferred financing costs related to
the Telex Senior Credit Facility and the new Telex Notes 1,368 115
------------- --------------
Total pro forma interest expense adjustment $ 12,475 $ (819)
============= ==============
</TABLE>
A 1/2% change in the variable interest rate on the Telex Senior Credit
Facility would change pro forma interest expense by $609 per annum.
(i) Reflects the historical interest income that would not have been earned
had cash been used to finance the recapitalization.
(j) Reflects the pro forma income tax provision (benefit) associated with
the pro forma adjustments at an assumed rate of 39.2% for the year
ended March 31, 1997 and 19.7% for the nine months ended December 31,
1997. No tax benefit for book purposes has been provided for the tax
compensation expense resulting from the exercise of management options
as the tax benefit is recorded directly to shareholder's equity.
11
<PAGE> 12
(k) Reflects the reduction in interest expense associated with the
Subsequent Merger.
<TABLE>
<CAPTION>
Fiscal Nine Months
Year Ended Ended
1997 1997
------------ -----------
<S> <C> <C>
Elimination of the interest expense associated
with the EVI Senior Credit Facility $ 1,471 $ 948
Incremental interest expense under the Telex Senior
Credit Facility (455) (341)
Elimination of amortization and write off of
deferred financing costs 234 5,970
-------- --------
Reduction in interest expense $ 1,250 $ 6,577
======== ========
</TABLE>
The Telex Senior Credit Facility has a variable rate of interest (8.19%
as of the Subsequent Merger). A change of 1/2% in the interest rate of
the incremental borrowings under the Telex Senior Credit Facility would
change pro forma interest expense by $28 per annum.
(l) Reflects the pro forma income tax effect associated with the pro forma
adjustments for the Subsequent Merger:
<TABLE>
<CAPTION>
Fiscal Nine
Year Ended Months Ended
1997 1997
------------ --------------
<S> <C> <C>
Net reduction in expense $1,591 $6,750
Historical income tax rate 40.9% 38.8%
--------- --------
Increase in provision for income taxes $ 651 $2,619
========= ========
</TABLE>
(m) Reflects the expense associated with the Recapitalization.
(n) Selling, general and administrative expenses for the nine months ended
December 31, 1997 for Telex include non-cash compensation charges of
$3,151 for option grants and special cash compensation charges of
$1,717. Excluding these charges, operating income for Telex for the
nine months ended December 31, 1997, would have been $22,056.
(o) Reflects the elimination of the management fee charged to EVI by GSCP
as a result of the Subsequent Merger.
(p) Reflects the historical interest income that would not have been earned
by EVI had its cash been used to finance the Subsequent Merger.
12
<PAGE> 13
(q) Reflects pro forma adjustments for the source and uses of cash
associated with the Subsequent Merger:
<TABLE>
<S> <C>
Source of cash:
Incremental borrowings on the Telex Senior Credit Facility $ 5,550
Uses of cash:
Elimination of the EVI Senior Credit Facility (13,000)
Fees and expenses (1,723)
--------
Cash used in Subsequent Merger $ (9,173)
========
</TABLE>
The above reflects pro forma adjustments using balances as of the end
of the third quarter. When the Subsequent Merger closed on February 2, 1998 the
Company actually incurred incremental borrowing of $8.9 million, excluding fees
and expenses.
(r) Reflects pro forma adjustments for the net charge to accumulated
deficit:
<TABLE>
<S> <C>
Fees and expenses associated with the Subsequent Merger $ 1,723
Write-off of deferred financing costs 593
--------
2,316
Income tax benefit (926)
--------
Net charge to accumulated deficit $ 1,390
========
</TABLE>
ITEM 8. CHANGE IN FISCAL YEAR.
The Company has determined to change its fiscal year, effective
as of March 31, 1998, from February 28 to March 31, the same as
was used by Telex prior to the Subsequent Merger. A Transition
Report will be filed, as a result of the change in fiscal year,
on Form 10-K.
ITEM 9. SALES OF EQUITY SECURITIES.
Not Applicable.
13
<PAGE> 14
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.
TELEX COMMUNICATIONS, INC.
Dated: April 20, 1998 By: /s/ John L. Hale
-------------- ----------------------------------
John L. Hale
Chairman of the Board,
(President and Chief Executive Officer)
TELEX COMMUNICATIONS, INC.
Dated: April 20, 1998 By: /s/ John T. Hislop
-------------- ----------------------------------
John T. Hislop
Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Financial & Accounting Officer)
14
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number
- -------
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form 8-K/A of Telex
Communications, Inc. of our report dated June 2, 1997, with respect to the
March 31, 1997 consolidated financial statements and schedule of Telex
Communications, Inc. included in its Form S-4 (No. 333-30679 Amendment 2) filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
April 20, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K/A of our report dated May 9, 1997 included in
Registration Statement File No. 333-27341. It should be noted that we have not
audited any financial statements of EV International, Inc. subsequent to
February 28, 1997 or performed any audit procedures subsequent to the date of
our report.
/s/ ARTHUR ANDERSEN LLP
New York, New York,
April 20, 1998
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