As filed with the Securities and Exchange Commission on August 20, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
DECRANE AIRCRAFT HOLDINGS, INC.
(Name of Subject Company)
DLJ MERCHANT BANKING II, L.P.
DLJ MERCHANT BANKING II, INC.
DECRANE ACQUISITION CO.
(Bidders)
COMMON STOCK
(Title of Class of Securities)
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243662103
(Cusip Number)
Thompson Dean
c/o DLJ Merchant Banking Partners II, L.P.
277 Park Avenue
New York, NY 10172
Telephone: (212) 892-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copy to:
George R. Bason, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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This Amendment No. 2 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on July 22, 1998 (as amended from time to time, the
"Schedule 14D-1") by DeCrane Acquisition Co., a Delaware corporation (the
"Purchaser"), DLJ Merchant Banking II, L.P., a Delaware limited partnership
and DLJ Merchant Banking II, Inc., a Delaware corporation. The Schedule 14D-1
and this Amendment relate to a tender offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share, of DeCrane
Aircraft Holdings, Inc., a Delaware corporation, at a purchase price of $23.00
per share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Section 14D-1.
The items of the Schedule 14D-1 set forth below are hereby
amended and supplemented as follows:
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby supplemented as
follows:
The Purchaser extended the Expiration Date of the Offer until
12:00 Midnight, New York City time, on Thursday, August 27, 1998. On August
20, 1998, the Purchaser issued a press release announcing the extension of the
Offer. A copy of such press release is attached as Exhibit (a)(8) hereto and
is hereby incorporated by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 20, 1998
DLJ MERCHANT BANKING II, L.P.
By: DLJ Merchant Banking II, Inc.
By: /s/ Ivy Dodes
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Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING II, INC.
By: /s/ Ivy Dodes
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Name: Ivy Dodes
Title: Vice President
DECRANE ACQUISITION CO.
By: /s/ Timothy J. White
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Name: Timothy J. White
Title: Vice President
Exhibit (a)(8)
FOR IMMEDIATE RELEASE
August 20, 1998
TENDER OFFER FOR DECRANE SHARES EXTENDED
New York, NY (August 20, 1998) -- DLJ Merchant Banking Partners II
announced today that its wholly owned subsidiary, DeCrane Acquisition Co., has
extended until 12:00 Midnight, New York City time, on Thursday, August 27,
1998 the expiration date of its $23.00 per share cash tender offer for all of
the outstanding shares of common stock of DeCrane Aircraft Holdings, Inc. The
offer, which commenced on July 22, 1998, had previously been scheduled to
expire at 12:00 Midnight, New York City time, on Tuesday, August 25, 1998.
The tender offer is conditioned on, among other things, the valid tender of a
majority of DeCrane Aircraft's common shares and financing. The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act relating to the
tender offer has already expired.
DLJ Merchant Banking Partners II, a $3 billion fund dedicated to private
equity and equity-related investments, seeks significant capital appreciation
through domestic and international investments in common or preferred stock
and debt or other securities in leveraged acquisitions and corporate joint
ventures. Since its formation in November 1996, DLJ Merchant Banking Partners
II has consummated (or contracted to consummate) 22 transactions valued at
approximately $10 billion, the largest of which include Ameriserve,
DecisionOne, Duane Reade, Thermadyne and Von Hoffman Press.
DeCrane Aircraft, based in El Segundo, California, is a leader in the
manufacturing and integration of avionics components primarily for the
commercial aircraft market, with the balance for the corporate, military, and
regional airplane sectors. The firm has grown rapidly, mainly through
acquisitions, and believes itself well positioned to participate in an ongoing
consolidation of the fragmented aerospace-supplier industry.
