As filed with the Securities and Exchange Commission on August 13, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
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. 1 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally
filed on July 22, 1998 by DeCrane Acquisition Co., a Delaware corporation
("Bidder"), relating to the offer by Bidder to purchase all of the issued and
outstanding shares of Common Stock, par value $0.01 per share, of DeCrane
Aircraft Holdings, Inc., a Delaware corporation, at a price of $23.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase (the "Offer to Purchase") and in the
related Letter of Transmittal.
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 2. Identity and Background.
(a) Item 2 of the Schedule 14D-1 is hereby amended by adding
the words ", DLJ Merchant Banking II, L.P. ("DLJMB") and DLJ Merchant Banking
II, Inc. (together with DLJMB, the "Co-bidders")" after the word "Bidder" in
the first sentence of Item 2 of the Schedule 14D-1 and before the period at
the end of the first sentence of Item 2 of the Schedule 14D-1.
(b) Item 2 of the Schedule 14D-1 is hereby amended by replacing
the words "Neither Bidder, nor, to the best knowledge of Bidder" with the
words "None of Bidder or the Co-bidders, nor, to the best knowledge of Bidder
or any Co-bidder" in the third sentence of Item 2 of the Schedule 14D-1.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) of the Schedule 14D-1 is hereby amended by adding the
following new paragraph immediately prior to the last paragraph of Section 9
"Source and Amount of Funds."
It is anticipated that each DLJMB Fund listed below will
purchase Parent Common Stock having a cash purchase price equal to the amount
set forth opposite such DLJMB Fund below.
DLJMB FUND AMOUNT
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DLJ Merchant Banking Partners II, L.P. $40,945,141
DLJ Merchant Banking Partners II-A, L.P. $1,630,625
DLJ Offshore Partners II, C.V. $2,013,468
DLJ Diversified Partners, L.P. $2,393,838
DLJ Diversified Partners-A, L.P. $888,990
DLJ Millennium Partners, L.P. $662,037
DLJ Millennium Partners-A, L.P. $129,125
DLJMB Funding II, Inc. $7,269,605
DLJ First ESC, L.P. $78,788
DLJ ESC II, L.P. $7,721,212
DLJ EAB Partners, L.P. $183,838
UK Investment Plan 1997 Partners $1,083,333
Item 10. Additional Information.
(a) Item 10(f) of the Schedule 14D-1 is hereby amended by
amending the second paragraph of the Introduction of the Offer to Purchase so
that the paragraph reads in its entirety as follows:
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date (as
hereinafter defined) a number of Shares which, together with the Shares
then owned by the Purchaser, would represent at least a majority of the
total number of outstanding Shares on a fully diluted basis (the
"Minimum Tender Condition") and (2) there being available to the
Purchaser sufficient funds to pay when due the aggregate purchase price
for the Shares to be purchased in the Offer, to consummate the Merger,
to repay all of the Company's and its subsidiaries' indebtedness
together with any interest, premium or penalties payable in connection
therewith, to provide the Company with a reasonable amount of working
capital financing and to pay related fees and expenses (the "Financing
Condition").
(b) Item 10(f) of the Schedule 14D-1 is hereby amended by
amending the first sentence of the first paragraph of Section 2 "Acceptance
for Payment and Payment" of the Offer to Purchase so that the sentence reads
in its entirety as follows:
Upon the terms and subject to the conditions of the Offer, the
Purchaser will accept for payment and pay for all Shares validly
tendered by the Expiration Date and not withdrawn promptly after the
later of the Expiration Date and the expiration or termination of the
applicable waiting period under the HSR Act.
(c) Item 10(f) of the Schedule 14D-1 is hereby amended by
amending the third sentence of the penultimate paragraph of Section 7 "Certain
Information Concerning the Company" of the Offer to Purchase so that the
paragraph reads in its entirety as follows:
In the course of the discussions between representatives of DLJMB
and the Company (see Section 10), certain projections of future
operating performance were furnished to DLJMB's representatives.
These projections were not prepared with a view to public disclosure
or compliance with published guidelines of the Commission or the
guidelines established by the American Institute of Certified Public
Accountants regarding projections, and are included in this Offer to
Purchase only because they were provided to DLJMB. None of DLJMB,
the Purchaser, the Company, any of their financial advisors or the
Dealer Manager can provide any assurances as to the accuracy of the
projected outcomes or completeness of the projections, and the
inclusion of such projected information in this Offer to Purchase
should not be regarded as an indication that any of such persons
consider such projected outcomes to be accurate or reliable. In
addition, these projections are based upon a variety of assumptions
relating to the businesses of the Company which may not be realized
and are subject to significant competitive uncertainties and
contingencies beyond the control of the Company. There can be no
assurances that the projections will be realized, and actual results
may vary materially from those shown.
(d) Item 10(f) of the Schedule 14D-1 is hereby amended by
amending the first paragraph of Section 15 "Certain Conditions of the Offer"
of the Offer to Purchase so that the paragraph reads in its entirety as
follows:
Notwithstanding any other provision of the Offer, the Purchaser
shall not be required to accept for payment or pay for any Shares,
and may terminate the Offer as provided in Section 14, if (x) prior
to the Expiration Date (i) the Minimum Tender Condition shall not
have been satisfied, (ii) the applicable waiting period under the HSR
Act in respect of any of the transactions contemplated by the Merger
Agreement shall not have expired or been terminated or (iii) the
Financing Condition shall not have been satisfied or (y) at any time
on or after July 22, 1998, and prior to the Expiration Date, any of
the following conditions exist:
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 13, 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
