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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Acto of 1934
April 24, 2000
Date of report (Date of earliest event reported)
SCG Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-90359 36-3840979
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
SCG Holding Corporation
5005 E. McDowell Road
Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
602-244-6600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Attached to this Current Report as Exhibit 99 is a copy of a press release
for SCG Holding Corporation dated April 24, 2000 titled "ON
Semiconductor(TM) Announces First Quarter Earnings."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
99 Press release for SCG Holding Corporation dated April 24,
2000 titled "ON Semiconductor(TM) Announces First Quarter
Earnings"
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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 thereunto duly authorized.
SCG HOLDING CORPORATION
---------------------------
(Registrant)
Date: April 24, 2000
By: /S/ DARIO SACOMANI
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Dario Sacomani
Chief Financial Officer and
Senior Vice President
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99 Press release for SCG Holding Corporation dated April 24, 2000
titled "ON Semiconductor(TM) Announces First Quarter Earnings"
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EXHIBIT 99
FOR IMMEDIATE RELEASE
Dan Martin Linda Capcara
Director Investor Relations Group Manager
ON Semiconductor Brodeur Worldwide
602-244-4905 602-954-0044
dan.martin@onsemi.com lcapcara@brodeur.com
ON SEMICONDUCTOR(TM) ANNOUNCES FIRST QUARTER EARNINGS
Phoenix, AZ (April 24, 2000) - ON Semiconductor, a manufacturer of analog, logic
and discrete semiconductors, today announced net income of $25.5 million in the
first quarter of 2000 compared to pro forma net income of $4.5 million for the
same period last year. Net product revenues in the first quarter were $451.5
million, an increase of 21% from pro forma net product revenues of $373.3
million in the first quarter of 2000 and up 6% from the fourth quarter of 1999.
After the close of the quarter, in April, ON Semiconductor concluded its
acquisition of Cherry Semiconductor for $250 million. As previously reported,
this acquisition complements the Company's strategy to better support the
Company's wireless, automotive and computer customers.
ON Semiconductor is a former division of Motorola that was acquired by Texas
Pacific Group on August 4, 1999. The results reported are pro forma for the
periods prior to this transaction. The pro forma information is based on the
historical financial information of the Semiconductor Components Group of
Motorola, as adjusted to give effect to the Company's August 1999
recapitalization. It is presented as if ON Semiconductor had been an independent
company for the periods presented. The pro forma financial data was prepared
using assumptions and is provided for illustrative purposes. It does not purport
to represent the Company's actual financial information.
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About ON Semiconductor
ON Semiconductor is one of the world's largest suppliers of analog, standard
logic, and discrete semiconductors for data and power management. ON
Semiconductor's products include integrated circuits for high-bandwidth data
applications, analog ICs for power management and low-voltage power transistors.
In addition to using micropackaging technology across all product families, ON
Semiconductor offers the largest selection of discrete semiconductors in a
variety of surface mount and standard packages. These semiconductors turn on and
connect digital electronic products to our world. ON Semiconductor(TM) is the
trade name of SCG Holding Corporation's affiliate, Semiconductor Components
Industries, LLC.
Further information is available at the Company's website: http://www.onsemi.com
Motorola is a registered trademark of Motorola, Inc.
Some statements contained in this press release may be forward looking
statements, subject to risks and uncertainties that could cause ON
Semiconductor's actual results and financial position to differ materially from
those statements. These risks and uncertainties include, but are not limited to,
the cyclical nature of the semiconductor industry, fluctuations in our quarterly
operating results, new product development and technological change, competition
in our industry, and the ability of ON Semiconductor to integrate the Cherry
Semiconductor business and realize the synergies expected as a result of the
acquisition. Investors should also consult the Company's publicly available
Securities and Exchange Commission filings for additional information about
these and other risks and uncertainties. The Company assumes no obligation to
update forward looking statements to reflect actual results or changed
assumptions or other factors.
(End of text, financial statements follow)
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ON SEMICONDUCTOR
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
(In millions)
Three Months Ended
------------------
April 1, 2000 April 3, 1999
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Revenues:
Net product revenues $451.5 $373.3
Foundry revenues 35.3 39.9
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Total revenues 486.8 413.2
Cost of sales 323.4 308.1
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Gross profit 163.4 105.1
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Operating expenses:
Research and development 11.2 8.1
Selling and marketing 19.6 17.9
General and administrative 51.0 40.5
Restructuring charges 4.8 -
-------------- --------------
Total operating expenses 86.6 66.5
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Operating income 76.8 38.6
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Other income (expenses):
Interest expense (34.7) (31.9)
Equity in earning (losses) of joint ventures (0.2) 1.4
-------------- --------------
Total other income (expenses) (34.9) (30.5)
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Income before income taxes and minority interests 41.9 8.1
Provision for income taxes (15.7) (3.0)
Minority interests (0.7) (0.6)
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Net income $25.5 $4.5
============== ==============
Other financial data:
Depreciation and amortization $34.3 $34.9
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ON SEMICONDUCTOR
CONSOLIDATED BALANCE SHEET
(In millions)
ASSETS APRIL 1, 2000 DECEMBER 31, 1999
------------- -----------------
Cash and cash equivalents $140.3 $126.8
Receivables, net 263.8 249.7
Inventories 205.5 206.2
Other current assets 27.1 26.0
Deferred income taxes 36.1 28.4
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Total Current Assets 672.8 637.1
Property, plant and equipment, net 543.0 569.7
Deferred income taxes 286.4 289.0
Investment in joint ventures 40.3 40.4
Other assets 88.4 80.6
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Total assets $1,630.9 $1,616.8
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LIABILITIES, MINORITY INTERESTS, REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable $127.9 $122.5
Accrued expenses 131.1 142.8
Income taxes payable 33.2 31.9
Accrued interest 20.0 30.1
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Total current liabilities 312.2 327.3
Long term debt 1,297.6 1,295.3
Other long term liabilities 13.3 12.2
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Total liabilities 1,623.1 1,634.8
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Minority interests in consolidated subsidiaries 10.7 10.1
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Redeemable preferred stock 226.2 219.6
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Common stock 1.4 1.4
Additional paid-in capital 204.2 204.2
Accumulated other comprehensive income 2.4 2.7
Accumulated deficit (437.1) (456.0)
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Total stockholders' equity (deficit) (229.1) (247.7)
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Total liabilities, minority interests, redeemable preferred
stock and stockholders' equity (deficit) $1,630.9 $1,616.8
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