<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): JANUARY 26, 1999
DURA AUTOMOTIVE SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-21139 38-3185711
(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)
<PAGE>
Item 5. OTHER EVENTS
Dura Automotive Systems, Inc., a Delaware corporation ("Dura"), announced
on January 26, 1999 an offer to acquire all of the outstanding shares of Adwest
Automotive plc ("Adwest"). The offer of L1.50 per share (approximately $2.48 per
share) has been recommended by the board of Adwest and is subject to acceptance
of at least 90% of Adwest's shareholders. A copy of this press release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated January 26, 1999 -- Dura
Automotive Systems, Inc. Announces Offer to
Acquire Adwest Automotive plc
<PAGE>
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: February 3, 1999 By:/s/Stephen E.K. Graham
------------------------------------
Name: Stephen E.K. Graham
Title: Vice President and Chief
Financial Officer (Principal
Accounting and Financial Officer)
<PAGE>
EXHIBIT 99.1
DATE: January 26, 1999
FROM: FOR:
Padilla Speer Beardsley Inc. Dura Automotive Systems, Inc.
224 Franklin Avenue West 4508 IDS Center
Minneapolis, Minnesota 55404 Minneapolis, Minnesota 55402
John Mackay (612) 871-8877 Scott Rued (612) 342-2311
FOR IMMEDIATE RELEASE
DURA AUTOMOTIVE SYSTEMS, INC., ANNOUNCES OFFER
TO ACQUIRE ADWEST AUTOMOTIVE PLC
MINNEAPOLIS, January 26 -- Dura Automotive Systems, Inc. ("Dura") (Nasdaq:
DRRA) announced today an offer to acquire all of the outstanding shares of
Adwest Automotive plc ("Adwest") (London Exchange: AWST), a manufacturer of
driver control mechanisms and engine control products based in the United
Kingdom. The offer of L1.50 per share ($2.48 per share) has been recommended by
the board of directors of Adwest and is subject to acceptance by at least 75% of
Adwest's shareholders. In the event all shares are ultimately tendered, the
total consideration would be approximately $210 million. In addition,
approximately $120 million of indebtedness will be assumed as part of the
acquisition. The transaction is expected to close by the end of the first
quarter.
Adwest generates annual revenues of approximately $400 million from its
operations located in the United Kingdom, Germany, France, Spain and the United
States. Products include driver control mechanisms such as gearshifters, park
brakes, pedal boxes and jacks, as well as engine control products, which
includes engine thermostats and fuel filler caps. Engine control products
represent approximately 20% of Adwest's total revenues. Customers include
Volkswagen, BMW, Ford, General Motors, Peugeot, Citroen, Renault, Nissan, Honda,
Toyota, Volvo and Fiat.
Dura's president and chief executive officer, Karl Storrie, said, "We are
very excited by the opportunities presented with the acquisition of Adwest. As
we have previously indicated, an important part of our growth strategy is to
provide expanded systems capabilities to the
(more)
<PAGE>
European automotive market. The addition of Adwest's mechanical products
combined with our cable products will allow Dura to supply its European
customers with complete driver control systems on a major scale. Furthermore,
Adwest's technical and management capabilities will be great assets to our
combined company."
Dura Automotive Systems, Inc., is a leading designer and manufacturer of
driver control systems, engineered mechanisms and cable-related systems for the
global automotive industry. The company's products include parking brake
systems, automotive cables, transmission shifter systems, latches, underbody
tire carriers, jacks, brake, clutch and accelerator pedals and other mechanical
assemblies. The company's products are sold to major North American original
equipment manufacturers (OEMs), including Ford, General Motors and
DaimlerChrysler, as well as Japanese OEMs, including Toyota and Honda. The
company's European and Latin American facilities support Ford, GM, Volkswagen,
Mercedes, BMW, PSA (Peugeot and Citroen) and various other OEMs. Dura's
operating headquarters is in Rochester Hills, Mich., and its corporate office is
in Minneapolis, Minn.
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. Such forward-looking
statements are based on the belief of the management of Dura as well as on
assumptions made by and information currently available to Dura at the time such
statements were made. Such forward-looking statements relate to, among other
things, (i) the expected closing date of the acquisition, and (ii) the
anticipated benefits of the acquisition. Actual results could differ materially
from those projected in the forward-looking statements as a result of (i)
unexpected delays in obtaining Adwest shareholder and/or other regulatory
approvals; (ii) the inability of either Dura or Adwest to satisfy the conditions
to the consummation of the acquisition; (iii) unforeseen difficulties in
integrating the operations of Dura and Adwest, or (iv) unanticipated negative
reaction to the proposed transaction by customers, suppliers or stockholders.
# # #
