SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For Quarterly Period Ended May 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the transition period from ___ to ___
Commission file Number: 33-84262
_________________________
MVE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1641718
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
MVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1396485
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Two Appletree Square, Suite 100
8011 34th Avenue, South
Bloomington, MN 55425
(Address of principal executive offices)
Telephone: (612) 853-9600
(Registrant's telephone number, including area code)
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 and Exchange Act of 1934 during 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 ninety (90) days.
Yes X No ___
Applicable only to issuers involved in bankruptcy
proceedings during the preceding five years:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes ___ No ___
Applicable Only To Corporate Issuers:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Outstanding at
Class May 31, 1996
MVE Holdings, Inc. Common Stock 510,000 Shares
MVE, Inc. Common Stock 1,000 Shares
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K. An 8-K was issued on April 22, 1996
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. The contents related to Item 5. Other Events:
MVE Holdings, Inc. ("Holdings") has entered into a binding
letter of intent concerning the issuance and sale by
Holdings of preferred stock to an investment group led by
A.C. Israel Capital Co., Inc. and American Securities
Capital Partners, L.P. Holdings will receive
approximately $45 million cash in consideration for the
preferred stock. The proceeds from the sale of the
preferred stock will be used by Holdings to repurchase all
or a portion of the common stock holdings of certain
stockholders of Holdings. The consummation of these
transactions is subject to various conditions, including
the negotiation and execution of a definitive agreement
with respect to the sale of the preferred stock and
Holdings' repurchase of its common stock from certain of
its current stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed
on their behalf of the undersigned thereunto duly authorized.
MVE HOLDINGS, INC. AND SUBSIDIARIES
DATE: September 9, 1996 /s/ J. David O'Halloran
J. David O'Halloran
Vice President, Finance
and Treasurer
MVE INC. AND SUBSIDIARIES
DATE: September 9, 1996 /s/ J. David O'Halloran
J. David O'Halloran
Vice President, Finance
and Treasurer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE
QUARTER ENDED MAY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> MAY-31-1996
<CASH> 986
<SECURITIES> 0
<RECEIVABLES> 32,724
<ALLOWANCES> (776)
<INVENTORY> 28,297
<CURRENT-ASSETS> 67,127
<PP&E> 39,476
<DEPRECIATION> (14,600)
<TOTAL-ASSETS> 171,877
<CURRENT-LIABILITIES> 37,384
<BONDS> 134,753
<COMMON> 1
0
0
<OTHER-SE> (5,856)
<TOTAL-LIABILITY-AND-EQUITY> 171,677
<SALES> 47,027
<TOTAL-REVENUES> 47,027
<CGS> 33,427
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,917
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,132
<INCOME-PRETAX> 1,551
<INCOME-TAX> 620
<INCOME-CONTINUING> 931
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 931
<EPS-PRIMARY> 1.82
<EPS-DILUTED> 0
</TABLE>
