8-K/A 1 d8ka.txt FORM 8-K/A United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2001 MATTHEWS STUDIO EQUIPMENT GROUP ------------------------------------------------------ (Exact name of registrant as specified in its charter) California ---------------------------------------------- (State or other jurisdiction of incorporation) 0-18102 95-1447751 ----------------------------------------------------------------- (Commission file number) (I.R.S. Employer Identification Number) 3111 North Kenwood Street, Burbank, CA 91505 ----------------------------------------------------- (Address of principal executive office) (Zip Code) (818) 525-5200 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 2. Acquisition or Disposition of Assets On April 19, 2001, Four Star Lighting, Inc. ("Four Star") which is a subsidiary of Matthews Studio Equipment Group (the "Company") signed an Asset Purchase Agreement with Four Star Acquisition Company, LLC (the "Buyer") to sell Four Star's operation for $12.65 million. The transaction is a sale of assets, with the Buyer assuming only specified liabilities. The transaction was reached through arms' length negotiation. The Company reported its entry into the Asset Purchase Agreement in the Company's Form 8-K report filed on May 2, 2001. The parties completed this transaction on May 31, 2001, with Four Star receiving $12.65 million in cash on closing as the purchase price. In connection with the closing, Four Star and the Buyer entered into a First Amendment to Asset Purchase Agreement on May 31, 2001. The amendment concerns the assignability of the Asset Purchase Agreement. Item 7. Financial Statements and Exhibits (b) Pro forma financial information (unaudited) Pro forma condensed consolidated financial data related to the disposition of certain subsidiaries is located at addendum 1. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. MATTHEWS STUDIO EQUIPMENT GROUP (Registrant) Date: August 1, 2001 By: /s/ Ellen Gordon -------------------------- Ellen Gordon Estate Representative Addendum 1 Pro forma financial data The following unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2000, and the six months ended March 31, 2001, and the unaudited pro forma condensed consolidated balance sheet of March 31, 2001, give effect to the sale by Matthews Studio Equipment Group (the Company) of its subsidiary, Four Star Lighting, Inc. The pro forma information is based on the historical financial statements of the Company and gives effect to the disposal of the operations and assets of this subsidiary, as if the disposition had occurred at the beginning of the period presented. The pro forma information includes the pro forma adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated financial statements have been prepared by the management of the Company and Four Star Lighting, Inc. based upon the historical information included herein and other financial information. These pro forma statements do not purport to be indicative of the results of operations or financial position which would have occurred had the disposition been made at the beginning of the periods or as of the date indicated or of the financial position or results of operations which may be obtained in the future. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Balance Sheets March 31, 2001 ($ in thousands)

The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Notes to Pro Forma Condensed Consolidated Balance Sheets 1. To record Four Star Lighting, Inc. asset sale and related liabilities. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Statements of Operations For the Six Months Ended March 31, 2001 (in thousands, except per share data)

The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Statements of Operations For the Year Ended September 30, 2000 (in thousands, except per share data)

The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Notes to Pro Forma Condensed Consolidated Statements of Operations (1) The accompanying Pro Forma Adjustments represent the sale of Four Star Lighting, Inc. assets as if such sale had occurred at the beginning of each period presented. The Pro Forma Adjusted statements of operations exclude $1,783,000 loss from the sale of assets of this subsidiary.

MATTHEWS STUDIO EQUIPMENT GROUP 8-K/A