As filed with the Securities and Exchange Commission on August 28, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-1
(Final Amendment)
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)
-----------------------
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
================================================================================
This Final 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, copies of which are
filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby supplemented and amended to incorporate by reference the
information set forth in the Press Releases issued by the Purchaser on August
28, 1998, attached hereto as Exhibit (a)(9) and Exhibit (a)(10).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following
exhibits:
(a)(9) Text of Press Release issued by the Purchaser on August 28,
1998.
(a)(10) Text of Press Release issued by the Purchaser on August 28,
1998.
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 28, 1998
DLJ MERCHANT BANKING II, L.P.
By: DLJ Merchant Banking II, Inc.
By: /s/ Ivy Dodes
----------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING II, INC.
By: /s/ Ivy Dodes
----------------------------
Name: Ivy Dodes
Title: Vice President
DECRANE ACQUISITION CO.
By: /s/ Timothy J. White
----------------------------
Name: Timothy J. White
Title: Vice President
Exhibit (a)(9)
FOR IMMEDIATE RELEASE
August 28, 1998
TENDER OFFER FOR DECRANE SHARES EXTENDED
New York, NY (August 28, 1998) -- DLJ Merchant Banking Partners II,
L.P. announced today that its wholly-owned subsidiary, DeCrane Acquisition Co.,
has extended until 10:30 A.M., New York City time, on Friday, August 28, 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.
(Nasdaq:DAHX) The offer, which commenced on July 22, 1998, had previously been
scheduled to expire at 12:00 Midnight, New York City time, on Thursday, August
27, 1998. Approximately 7.5 million shares of DeCrane Aircraft common stock,
representing approximately 99% of the outstanding common stock, have been
tendered in the tender offer. Acceptance for payment is expected to occur on
Friday, August 28.
DLJ Merchant Banking Partners II, L.P., 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.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
August 28, 1998
TENDER OFFER FOR DECRANE SHARES COMPLETED
New York, NY (August 28, 1998) -- DLJ Merchant Banking Partners II,
L.P. announced today that the $23.00 per share cash tender offer made by its
wholly-owned subsidiary, DeCrane Acquisition Co., for all of the outstanding
shares of common stock of DeCrane Aircraft Holdings, Inc. (Nasdaq:DAHX) expired
at 10:30 A.M., New York City time, on Friday, August 28, 1998, and that DeCrane
Acquisition has accepted for payment all common shares of DeCrane Aircraft
tendered pursuant to the offer. Payment for such shares will be made promptly
in accordance with the terms of the offer.
Approximately 7.5 million shares of DeCrane Aircraft common stock,
representing approximately 99% of the outstanding common stock, were tendered
in the tender offer. DLJ Merchant Banking II anticipates that the merger
between DeCrane Acquisition and DeCrane Aircraft will occur promptly. The
value of the transaction is approximately $173 million.
DLJ Merchant Banking Partners II, L.P., 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.
