SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): March 7, 2003
MATRIX SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-18716 73-1352174
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10701 East Ute Street, Tulsa, Oklahoma 74116-1517
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 838-8822
Item 2. Acquisition of Assets.
On March 7, 2003, Matrix Services Company (the "Registrant") acquired all
of the issued and outstanding capital stock of Hake Group, Inc. from its sole
shareholder, Skyview Partners LLC, and all of the issued and outstanding
minority interests in two majority owned subsidiaries of Hake Group, Inc. (the
"Purchase"). As a result of the Purchase, the Registrant acquired 100% of the
ownership interests in Hake Group, Inc. and its wholly-owned subsidiaries, Bish
Investments, Inc., Bogan, Inc., Frank W. Hake, Inc, Hover Systems, Inc., I&S,
Inc., McBish Management, Inc., Mechanical Construction, Inc., Mid-Atlantic
Constructors, Inc. and Talbot Realty, Inc., which are commonly referred to as
The Hake Group of Companies. Included in the Purchase was a 50% membership
interest in Ragner Hake, LLC.
The Hake Group of Companies are headquartered in Eddystone, Pennsylvania,
and are engaged in the business of construction, repair and maintenance of above
ground storage tanks, plant construction, plant maintenance and plant
turnarounds, primarily for the oil and power industries located in the
Mid-Atlantic region of the United States. The Registrant intends to continue in
the businesses of The Hake Group of Companies.
The consideration for the Purchase was approximately $50 million in cash,
subject to certain adjustments, of which approximately $40 million in cash was
paid at closing with the remaining $10 million to be paid post-closing in
varying installments over the next five years. Financing for the transaction was
provided under a new Credit Agreement among Matrix and a group of lenders led by
Bank One.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Financial Statements required by Item 7(a) of Form 8-K will be filed by
amendment to this Current Report on Form 8-K not later than May 22, 2003.
(b) Pro Forma Financial Information
The Pro Forma Financial Information required by Item 7(b) of Form 8-K will
be filed by amendment to this Current Report on Form 8-K not later than May 22,
2003
(c) Exhibits.
99.1 Equity Interests Purchase Agreement dated as of March 7, 2003by and among
Hake Acquisition Corp., Matrix Service Company, and the Holders of the
Equity Interests of The Hake Group of Companies.
99.2 Credit Agreement dated as of March 7, 2003, by and among Matrix Service
Company, the Lenders referred to therein, Bank One, Oklahoma N.A., as Agent
and Wells Fargo Bank Texas, N.A., as Co-Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 20, 2003 By: /s/ Michael J. Hall
-------------------------------------
Michael J. Hall
Vice President - Finance and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO.
-----------
99.1 Equity Interests Purchase Agreement dated as of March 7, 2003by and among
Hake Acquisition Corp., Matrix Service Company, and the Holders of the
Equity Interests of The Hake Group of Companies.
99.2 Credit Agreement dated as of March 7, 2003, by and among Matrix Service
Company, the Lenders referred to therein, Bank One, Oklahoma N.A., as Agent
and Wells Fargo Bank Texas, N.A., as Co-Agent.