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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 ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 30, 1998
DURA AUTOMOTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
333-06601 38-2961431
(Commission File Number) (I.R.S. Employer
Identification No.)
4508 IDS CENTER, MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices) (Zip Code)
(612) 342-2311
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective April 30, 1998 (the "CLOSING DATE"), the Registrant, through
Dura Automotive Systems (UK) Limited ("HOLDING"), a wholly owned subsidiary of
the Registrant's indirect wholly owned subsidiary Dura Operating Corp. ("DURA"),
acquired from nine individuals, five investment entities and one corporation
(collectively, the "SELLERS") all of the issued and outstanding equity interests
(the "ACQUISITION") of Trident Automotive plc, registered in England No. 3437197
("TRIDENT"). In connection with this Acquisition, Dura delivered a guaranty to
the Sellers agreeing to guarantee Holding's performance of its obligations in
connection with the Acquisition.
The aggregate purchase price paid to the Sellers by Holding in
exchange for the equity interests of Trident consisted of approximately
$87,500,000 paid in cash on the Closing Date.
Funding of the purchase price was obtained through an outstanding
credit facility (the "CREDIT FACILITY") between Dura and Bank of America
National Trust and Savings Association, BA Australia Limited, Bank of America
Canada, and other lenders party thereto, which Credit Facility was amended and
restated in connection with the Acquisition. Also in connection with the
Acquisition, approximately $52,000,000 of Trident's and its subsidiaries'
existing debt obligations were refinanced with funds obtained under the Credit
Facility.
The terms of the Acquisition and the establishment of the purchase
price were arrived at as a result of arm's length negotiations between the
Sellers and the management of the Registrant. There are no material
relationships between the Sellers and Registrant, any affiliate, director, or
officer of the Registrant, or any associate of any such officer or director
although certain of the individual Sellers will be officers or consultants of
the Registrant or a subsidiary thereof following the Acquisition.
Trident, itself and through several direct and indirect subsidiaries,
presently designs and manufactures cable assemblies, door handle assemblies,
lighting and other products for the North American, Latin American and European
automotive industries. The Registrant intends that Trident will continue to
conduct its operations as a separate and discrete wholly owned subsidiary of
Holding.
Item. 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
At the time of this report, it is not practicable to provide the
required financial statements for Trident and its subsidiaries. Such
statements will be filed as an amendment to this Form 8-K Report as soon as
practicable and not later than July 13, 1998.
(b) PRO FORMA FINANCIAL INFORMATION
At the time of this report, it is not practicable to provide the
required pro forma financial information relating to the Acquisition. Such
information will be filed as an amendment to this Form 8-K Report as soon
as practicable and not later than July 13, 1998.
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(c) EXHIBITS
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2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and the various selling
shareholders listed on the signature pages thereto.*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and D. Michael Dodge*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Mervyn Edgar*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Geoff Hill*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Thomas Humann*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Dan Robusto*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Francis Sarrazin*
2.1 Stock Purchase Agreement, dated April 8, 1998, by and among Dura
Automotive Systems (UK) Limited and Lothar Sing*
4.1 Consolidated, Amended and Restated Credit Agreement Credit
Agreement, dated April 30, 1998, by and among the Registrant,
Dura Operating Corp., Kimanus Vermogensverwaltung GmbH, Dura
Asia-Pacific (Aust) PTY LTD, Dura Automotive Systems (Canada)
Ltd, Trident Automotive plc, Trident Automotive (UK) Limited,
Spicebright Limited, Trident Automotive, Inc., Trident Automotive
Canada Inc. and Moblan Investments, B.V. and the various
commercial lending institutions parties thereto, as lenders, Bank
of America National Trust and Savings Association, as agent, and
Bankamerica Robertson Stevens, as the arranger *
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*The Registrant agrees to furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to such agreement upon request by the Commission.
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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.
DURA AUTOMOTIVE SYSTEMS, INC.
DATE: MAY 13, 1998 BY: /S/ STEPHEN E. K. GRAHAM
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NAME: STEPHEN E. K. GRAHAM
TITLE: VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (PRINCIPAL ACCOUNTING AND
FINANCIAL OFFICER)
