~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~August 13, ~~of 1934~~2003

~~Date~~Knowles ofElectronics ~~Report (Date of earliest event reported) June 16~~Holdings, ~~2003~~ Inc.

(Exact name of registrant as specified in its charter)

Knowles Electronics Holdings, Inc.


DELAWARE	333-40076	36-2270096

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)


1151 MAPLEWOOD DRIVE, ITASCA, ILLINOIS		60143

(Address of principal executive offices)		(Zip Code)

DELAWARE	333-40076	36-2270096
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Registrant’s telephone number, including area code (630) 250-5100

1151 MAPLEWOOD DRIVE, ITASCA, ILLINOIS		60143
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~TABLE ~~telephone~~OF ~~number, including area code (630) 250-5100~~CONTENTS

~~TABLE~~ITEM 2. ACQUISITION OR DISPOSITION OF ~~CONTENTS~~ASSETS. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS SIGNATURES

	ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Stock Purchase Agreement
Amendment #6 and Waiver to the Credit Agreement

~~Table~~ITEM of2. ~~Contents~~ACQUISITION OR DISPOSITION OF ASSETS.

~~ITEM~~On 2July 29, 2003 Knowles Electronics Holdings, Inc. ~~ACQUISITION~~announced ORthat ~~DISPOSITION~~it OFhad completed ~~ASSETS~~the sale of Ruwido Austria Gesellschaft m.b.H., its Austrian subsidiary whose operations made up its Infrared division, to FM Electronics Holdings GmbH, which is controlled by the Ruwido Managing Director, Mr. Ferdinand Maier. A small minority interest was purchased by a second unrelated entity. Ruwido accounted for approximately $19 million of Knowles’ sales in 2002 and included approximately $18 million of assets. The sale price was $100,000 and the buyer retained approximately $4.0 million of debt. The sale of Ruwido is the third transaction Knowles has made in the last twelve months aimed at focusing the Company on its core electro-acoustic business. As a result of the sale, Knowles has made a $1.0 million prepayment of Term B Facility loans outstanding under its Credit Agreement as required by the Amendment Number Six and Waiver to its Credit Agreement, dated as of May 28, 2003.

OnReference ~~May~~Exhibit ~~30, 2003 Knowles Electronics Holdings, Inc~~10.26 ~~completed~~– ~~the~~Amendment ~~sale of its Synchro-Start Products division to Woodward Governor Company (Nasdaq:WGOV)~~No. ~~Synchro-Start accounted for approximately $33~~ ~~million~~6 ~~of Knowles’ sales in 2002~~ and ~~includes~~Waiver ~~approximately~~dated ~~$15 million~~as of ~~assets.~~May 28, ~~Knowles has now sold both of~~2003 ~~the~~to ~~divisions that had made up its Automotive Components Group. Net proceeds after taxes from~~ the ~~transaction~~Credit ~~are~~Agreement ~~expected~~dated toas beof ~~approximately $42~~June ~~million~~28, ~~which~~ ~~will~~1999, beas ~~used~~amended toand ~~prepay~~restated ~~Term B Facility loans outstanding under our Credit~~as ~~Agreement. Knowles was required to obtain approval~~ of ~~its~~July 21, ~~lenders~~1999, ~~under~~as ~~its Credit~~amended, ~~Agreement~~among toKnowles ~~complete~~Electronics ~~the~~Holdings, ~~transaction~~Inc. ~~The resulting Amendment Number~~, ~~Six~~formerly ~~and~~known ~~Waiver, dated~~ as ofKnowles ~~May 28~~Electronics, ~~2003~~Inc., ~~which~~a ~~approved~~Delaware ~~the~~corporation; ~~transaction,~~the ~~provided~~financial ~~that~~institutions ~~$10 million~~party ofthereto ~~principal~~as ~~repayment~~Lenders; ~~out~~JPMorgan ofChase ~~the~~Bank, ~~net~~as ~~proceeds~~successor ~~from~~to ~~the~~The ~~transaction~~Chase ~~would~~Manhattan beBank, ~~applied~~as toadministrative ~~the~~agent ~~subsequent~~and ~~scheduled~~Morgan ~~repayments,~~Stanley ~~and~~Senior ~~any~~Funding, ~~payments in respect of excess cash flow~~Inc., ofas ~~Term~~Syndication BAgent ~~borrowings~~is ~~and~~incorporated ~~the~~in ~~remaining net proceeds would reduce~~ the Form ~~remaining~~8-K ~~scheduled~~dated ~~Term~~June 16, ~~B repayments ratably~~2003.

~~The~~Reference ~~foregoing~~Exhibit 10.27 ~~summary~~– ofThe ~~the~~Share ~~transactions~~Deal isagreed ~~qualified in its entirety~~ by ~~reference to the Stock Purchase Agreement Between~~ and ~~among~~between ~~Woodward Governor Company and~~ Knowles Intermediate ~~Holding, Inc. and Knowles Electronics~~ Holdings, Inc. ~~dated May 20, 2003~~ and ~~Amendment~~FM ~~No.~~Electronics-Holding 6GmbH and ~~Waiver~~WEHA Holding GmbH dated ~~as of May 28~~July 29, 2003 tois ~~our Credit~~incorporated ~~Agreement,~~in athe ~~copy~~Form 10-Q offiled ~~each~~on ofAugust 13, ~~which has been attached as an exhibit to this Form 8-K~~2003.

~~Any~~ITEM ~~forward looking statements or estimates contained herein involve risks and uncertainties~~7. ~~Forward-looking statements~~FINANCIAL ~~may~~STATEMENTS beAND identified by the use of terms such as "anticipates," "expects," "plans," "estimates," "believes," and similar expressions, although some forward-looking statements are expressed differently. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict and may cause actual results to differ materiallyEXHIBITS from management's current expectations. Such risks and uncertainties include, but are not limited to, the realization of actual costs, fees, taxes and net proceeds related to the sale of the Synchro-Start Products division. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or for any other reason. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission (SEC).

~~ITEM~~(b.) 7The following pro forma financial statements include the remaining pro forma effects of the previously disclosed SSPI sale that have not already been reflected in the historical accounts. ~~FINANCIAL~~The ~~STATEMENTS~~Pro-forma ~~AND~~Consolidated ~~EXHIBITS~~Balance Sheet as of June 30, 2003, the Condensed Pro-Forma Statements of Operations for six months ended June 30, 2003 and the year ended December 31, 2002 to reflect the sale of the Ruwido Austria Gesellschaft m.b.H (IR) follow:

~~(b.) Pro-forma Consolidated Balance Sheet as of March 31, 2003 and pro-forma~~4 ~~Consolidated Statements of Operations for the year ended December 31, 2002 and~~ ~~three months ended March 31, 2003 to reflect the sale of the Synchro-Start Products Division (SSPI) follow:~~

~~Table~~Knowles ofElectronics ~~Contents~~Holdings, Inc.

~~Knowles~~Conslidated ~~Electronics Holdings, Inc. Condensed~~ Pro-Forma ~~Consolidated~~ Balance Sheet (1) ~~March 31, 2003~~ (unaudited)

		March 31,			Delete SSPI			Net Proceeds			Prepayment			Proforma
					Net Expenses			Prepayment			Prepayment			Proforma
		2003			Division			From Sale			of Term B			March 31,
		June 30,			IR Division			of Term B			of Term B			June 30,
		As Reported			Activity (2)			of SSPI (3)			Facility (4)			2003
		2003			Sale (2)			Facility (3)			Facility (4)			2003
					(in thousands)
Assets
Current Assets:
	Cash and cash equivalents	$	17,153		$	(250	)	$	(1,000	)	$	(2,250	)	$	13,653
	Cash and cash equivalents	$	21,945		$	(380	)	$	42,000		$	(42,000	)	$	21,565
	Accounts receivable, net		22,061			—			—			—			22,061
	Accounts receivable, net		33,647			(4,285	)		—			—			29,362
	Inventories, net		16,214			—			—			—			16,214
	Inventories, net		29,519			(6,347	)		—			—			23,172
	Prepaid expenses and other		3,979			—			—			—			3,979
	Prepaid expenses and other		6,142			(154	)		—			—			5,988
	Assets of discontinued operations		9,169			—			—			—			9,169
Total current assets			9168,~~253~~576			(~~11,166~~250	)		42(1,000	)		(422,~~000~~250	)		8065,~~087~~076
Property, plant and equipment, at cost:															—
Land			32,~~722~~787			~~(869~~—	)		—			—			2,~~853~~787
Building and improvements			2318,~~895~~475			~~(3,855~~—	)		—			—			2018,~~040~~475
Machinery and equipment			5844,~~668~~996			~~(5,482~~—	)		—			—			5344,~~186~~996
Furniture and fixtures			2823,~~372~~699			~~(2,129~~—	)		—			—			2623,~~243~~699
Construction in progress			57,~~851~~293			~~(26~~—	)		—			—			57,~~825~~293
	Subtotal		~~120~~97,~~508~~250			~~(12,361~~—	)		—			—			~~108~~97,~~147~~250
Accumulated depreciation			(7458,~~326~~751	)		~~8,822~~—			—			—			(6558,~~504~~751	)
	Net		4638,~~182~~499			~~(3,539~~—	)		—			—			4238,~~643~~499
Other assets, net			13,~~407~~333			~~(136~~—	)		~~2,500~~—			—			3,~~771~~333
Deferred finance costs, net			87,~~445~~562			—			—			~~(639~~—	)		7,~~806~~562
Deferred income taxes			185			(10	)		—			—			175
Total assets		$	117,970		$	(250	)	$	(1,000	)	$	(2,250	)	$	114,470
Total assets		$	147,472		$	(14,851	)	$	44,500		$	(42,639	)	$	134,482
Liabilities and stockholders’ equity (deficit)
Current liabilities:
	Accounts payable	$	9,414		$	—		$	—		$	—		$	9,414
	Accounts payable	$	14,695		$	(2,116	)	$	—		$	—		$	12,579
	Accrued compensation and employee benefits		3,964			—			—			—			3,964
	Accrued compensation and employee benefits		8,552			(578	)		—			—			7,974
	Accrued interest payable		4,877			—			—			—			4,877
	Accrued interest payable		11,916			—			—			—			11,916
	Accrued warranty and rebates		5,664			—			—			—			5,664
	Accrued warranty and rebates		6,096			(123	)		—			—			5,973
	Accrued restructuring costs		329			—			—			—			329
	Accrued restructuring costs		673			(12	)		—			—			661
	Other liabilities		3,176			(250	)		—			(1,000	)		1,926
	Other liabilities		5,668			(437	)		—			—			5,231
	Income taxes		7,464			—			—			—			7,464
	Income taxes		6,527			(332	)		—			—			6,195
	Deferred income taxes		502			—			—			—			502
	Short term debt		2,415			—			—			—			2,415
	Current portion of notes payable		2,250			—			(1,000	)		(1,250	)		—
	Current portion of notes payable		3,288			—			—			(2,815	)		473
	Liabilities of discontinued operations		9,169			—			—			—			9,169
Total current liabilities			5946,~~830~~809			(~~3,598~~250	)		—(1,000	)		(2,~~815~~250	)		5343,~~417~~309
Accrued pension liability			13,~~059~~439			—			—			—			13,~~059~~439
Notes payable			331,366			—			—			(39,185	)		292,181
Other noncurrent liabilities			84			—			—			—			84
	Preferred stock mandatorily redeemable in 2019 including accumulating dividends		264,703			—			—			—			264,703
Notes payable			288,698			—			—			—			288,698
Stockholders’ equity (deficit):
Preferred stock mandatorily redeemable in 2019			—
	including accumulating dividends		270,858			—			—			—			270,858
Stockholders’ equity (deficit):			—
	Common stock		—			—			—			—			—
	Capital in excess of par value		16,~~838~~488			—			~~(350~~—	)		—			16,488
	Accumulated deficit		(~~531~~513,~~853~~106	)		~~(11,253~~—	)		~~44,850~~—			~~(639~~—	)		(~~498~~513,~~895~~106	)
	Accumulated other comprehensive loss		(65,~~471~~300	)		—			—			—			(65,~~471~~300	)
Total stockholders’ equity (deficit)			(~~521~~501,~~486~~918	)		~~(11,253~~—	)		~~44,500~~—			~~(639~~—	)		(~~488~~501,~~878~~918	)
Total liabilities and stockholders’ equity (deficit)		$	~~147~~117,~~472~~970		$	(~~14,851~~250	)	$	44(1,~~500~~000	)	$	(422,~~639~~250	)	$	~~134~~114,~~482~~470

(1) Pro-forma results to estimate the March 31, 2003 Consolidated Balance Sheet as if the sale of the Synchro-Start Products Division were completed March 31, 2003, the associated transaction expenses were paid on that date and net proceeds used to prepay Term B Facility loans. (2) Delete Synchro-Start Products Division related balances as of March 31, 2003, excluding the accrued pension liability retained by Knowles Electronics. (3) Receipt of net proceeds from the sale of $42,000 based on sale price of $49,750 less $4,900 of estimated fees, final price adjustment and income taxes, $2,500 in escrow and $350 to repurchase common stock from SSPI management. (4) Use of net proceeds to prepay $42,000 of Term B Facility loans under the Credit Agreement and write-off of $639 of associated deferred finance fees. (5) Adjustments to accumulated deficit include an estimated gain on the sale of the Synchro-Start Division of approximately $34 million net of taxes.

(1)		Pro-forma results to estimate the June 30, 2003 Consolidated Balance Sheet as if the sale of the Infrared Division was completed on June 30, 2003, the associated transaction expenses were paid on that date and the agreed prepayment of $2.25 million of the Term Loan B facility.

(2)		Payment of estimated net transaction expenses based on transaction costs of $250 and severance costs of $100 less the sale price of $100, related to the sale of IR division.

(3)		Prepayment of Term B Facility loans of $1 million under the Credit Agreement related to sale of IR division.

(4)		Prepayment of Term B Facility loans of $1.25 million under the Credit Agreement and payment of $1 million in other closing costs related to Synchro-Start sale.

~~Table of Contents~~5

Knowles Electronics Holdings, Inc. Condensed Pro-Forma Consolidated Statements of Operations (1) Six months ended June 30, 2003 (Unaudited)

Condensed Pro-Forma Consolidated Statements of Operations (1) Three Months Ended March 31, 2003 (unaudited)


					Adjust
					Interest		Pro-forma
		June 30, 2003			Expense (2)		June 30, 2003

					(in thousands)
Net sales		$	76,410		$	—	$	76,410
Cost of sales			37,874			—		37,874

Gross margin			38,536			—		38,536
Research and development expenses			5,170			—		5,170
Selling and marketing expenses			4,422			—		4,422
General and administrative expenses			10,527			—		10,527

Operating Income (loss)			18,417			—		18,417
Other income (expense):
	Interest income		40			—		40
	Interest expense		(18,955	)		1,765		(17,190	)
Income (loss) from continuing operations before income taxes			(498	)		1,765		1,267
Income tax			1,287			—		1,287

Loss from continuing operations		$	(1,785	)	$	1,765	$	(20	)

			March 31,			Delete			Adjust		Proforma
(1)		The operating results of the Synchro Start Products Division and the Infrared Division for the six months ended June 30, 2003 were excluded from the operating results of the company’s continuing operations. Pro-forma results to estimate operating results for the six months ended June 30, 2003 as if the sales of the Synchro-Start Products and Infrared Divisions were completed December 31, 2002 and associated transaction expenses and loan prepayment paid on that date.
			2003			SSPI Division			Interest		March 31,
(2)		Reduce interest expense and deferred finance cost based on a prepayment of $43.25 million in principal of the Term B Facility related to the Synchro-Start sale and a $1 million prepayment in principal of the Term B Facility related to the Infrared Division sale for the six months ended June 30, 2003.
			As Reported			Results (2)			Expense (3)		2003
Net sales			$	51,596		$	(8,188	)	$	—	$	43,408
Cost of sales				29,200			(5,344	)		—		23,856
Gross margin				22,396			(2,844	)		—		19,552
Research and development expenses				2,818			(219	)		—		2,599
Selling and marketing expenses				3,224			(691	)		—		2,533
General and administrative expenses				6,605			(561	)		—		6,044
Operating Income				9,749			(1,373	)		—		8,376
Other income (expense):
	Interest income			25			—			—		25
	Interest expense			(9,326	)		—			656		(8,670	)
Income (loss) before income taxes				448			(1,373	)		656		(269	)
Income tax (benefit)				394			(151	)		—		243
Net income (loss)			$	54		$	(1,222	)	$	656	$	(512	)

(1) Pro-forma results to estimate operating results for the three months ended March 31, 2003 as if the sale of the Synchro-Start Products Division were completed December 31, 2002 and associated transaction expenses and loan prepayment paid on that date. (2) Delete the operating results of the Synchro-Start Products Division for the three months ended March 31, 2003. (3) Reduce interest expense based on a prepayment of $42 million in principal of the Term B Facility.6

~~Table~~Knowles ofElectronics ~~Contents~~Holdings, Inc.

~~Knowles~~Condensed ~~Electronics~~Pro-Forma ~~Holdings~~Consolidated Statements of Operations (1) Year ended December 31, ~~Inc.~~2002 (unaudited)

Condensed Pro-Forma Consolidated Statements of Operations (1) Year Ended December 31, 2002 (unaudited)


			As Reported			Delete			Delete			Adjust		Pro-forma
			December 31,			SSPI Division			IR Division			Interest		December 31,
			2002			Results (2)			Results (3)			Expense (4)		2002

						(in thousands)
Net sales			$	216,105		$	(33,339	)	$	(18,647	)	$	—	$	164,119
	Cost of sales			123,222			(20,983	)		(14,270	)		—		87,969

	Gross margin			92,883			(12,356	)		(4,377	)		—		76,150
	Research and development expenses			13,728			(789	)		(1,204	)		—		11,735
	Selling and marketing expenses			13,769			(2,821	)		(1,444	)		—		9,504
	General and administrative expenses			25,081			(1,853	)		(1,751	)		—		21,477
	Loss on sale of business			16,736			—			—			—		16,736
	Restructuring expenses			2,158			(46	)		—			—		2,112

	Operating Income			21,411			(6,847	)		22			—		14,586
	Other income (expense):
		Interest income		129			—			—			—		129
		Interest expense		(34,126	)		—			234			2,904		(30,988	)

	Income (loss) before income taxes			(12,586	)		(6,847	)		256			2,904		(16,273	)
	Income tax (benefit)			11,790			(333	)		286			—		11,743

	Net income (loss)		$	(24,376	)	$	(6,514	)	$	(30	)	$	2,904	$	(28,016	)

			December 31,			Delete			Adjust		Proforma
(1)		Pro-forma results to estimate operating results for the twelve months ended December 31, 2002 as if the sale of the Synchro-Start Products and Infrared Divisions were completed December 31, 2001 and associated transaction expenses and loan prepayment paid on that date.
			2002			SSPI Division			Interest		December 31,
(2)		Delete the operating results of the Synchro-Start Products Division for the twelve months ended December 31, 2002.
			As Reported			Results (2)			Expense (3)		2002
(3)		Delete the operating results of the Infrared Division for the twelve months ended December 31, 2002.
Net sales			$	216,105		$	(33,339	)	$	—	$	182,766
(4)		Reduce interest expense based on prepayments of $43.25 million in principal of the Term B Facility for Synchro-Start Products and $1 million in principal of the Term B Facility for the Infrared Division.
Cost of sales				123,222			(20,983	)		—		102,239
Gross margin				92,883			(12,356	)		—		80,527
Research and development expenses				13,728			(789	)		—		12,939
Selling and marketing expenses				13,769			(2,821	)		—		10,948
General and administrative expenses				25,081			(1,853	)		—		23,228
Loss on sale of business				16,736			—					16,736
Restructuring expenses				2,158			(46	)				2,112
Operating Income				21,411			(6,847	)		—		14,564
Other income (expense):
	Interest income			129			—			—		129
	Interest expense			(34,126	)		—			2,760		(31,366	)
Income (loss) before income taxes				(12,586	)		(6,847	)		2,760		(16,673	)
Income tax (benefit)				11,790			(333	)		—		11,457
Net income (loss)			$	(24,376	)	$	(6,514	)	$	2,760	$	(28,130	)

(1) Pro-forma results to estimate operating results for the twelve months ended December 31, 2002 as if the sale of the Synchro-Start Products Division were completed December 31, 2001 and associated transaction expenses and loan prepayment paid on that data. (1) Delete the operating results of the Synchro-Start Products Division for the twelve months ended December 31, 2002. (2) Reduce interest expense based on a prepayment of $42 million in principal of the Term B Facility.7

~~Table of Contents~~SIGNATURES

~~(c.)~~ Pursuant ~~Exhibits~~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.

10.25 – Stock Purchase Agreement Between and among Woodward Governor Company and Knowles Intermediate Holding, Inc. and Knowles Electronics Holdings, Inc. dated May 20, 2003. Schedules and certain other attachments to the agreement have not been filed; upon request the registrant will furnish supplementally to the Securities and Exchange Commission a copy of any such omitted attachment.


		Knowles Electronics Holdings, Inc.


Date: August 13, 2003	By:	/s/ James H. Moyle

		Name: James H. Moyle
		Title: Vice-President and CFO

10.26 – Amendment No. 6 and Waiver dated as of May 28, 2003 to the Credit Agreement dated as of June 28, 1999, as amended and restated as of July 21, 1999, as amended, among Knowles Electronics Holdings, Inc., formerly known as Knowles Electronics, Inc., a Delaware corporation; the financial institutions party thereto as Lenders; JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as administrative agent and Morgan Stanley Senior Funding, Inc., as Syndication Agent. Exhibit A to the agreement has not been filed as part of exhibit 10.26, but is identical to the agreement filed as exhibit 10.25.

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.

		Knowles Electronics Holdings, Inc.
Date: June 16, 2003	By:	/s/ James H. Moyle
		Name: James H. Moyle
		Title: Vice-President and CFO

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