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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 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)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 15, 1999, Dura Automotive Systems, Inc., a Delaware corporation
("Dura"), acquired, through a cash tender offer, 95% of the outstanding shares
of Adwest Automotive Plc ("Adwest"). Dura intends to acquire all of the
remaining ordinary shares within the next six months. The aggregate cost of the
acquisition of Adwest, including the amount necessary to acquire the remaining
outstanding shares, will be approximately $325 million.
On March 23, 1999, Dura acquired Excel Industries, Inc. ("Excel") through a
merger of Excel with and into a subsidiary of Dura. In the merger, Dura issued
an aggregate of 5.1 million shares of its Class A Common Stock and paid $155.5
million in cash to Excel's former shareholders. The acquisition of Excel had a
transaction value of approximately $471.3 million, plus fees and expenses.
The respective terms of each acquisition were negotiated on an arms-length
basis between the management of Dura, Adwest and Excel, as the case may be. The
acquisition of Adwest and the cash portion of the merger consideration in the
Excel acquisition was financed through borrowings under a senior credit facility
with Bank of America National Trust and Savings Association and certain other
lenders named therein.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is
hereby incorporated by reference. Dura intends to continue the nature of the
business in which such acquired assets were used prior to their acquisition by
Dura.
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 Excel and Adwest. Such statements
will be filed as an amendment to this Form 8-K Report as soon as
practicable and not later than May 15, 1999.
(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 acquisitions
of Excel and Adwest. Such information will be filed as an amendment to
this Form 8-K Report as soon as practicable and not later than May 15,
1999.
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated January 19, 1999, among Dura,
Excel and Windows Acquisition Corp., incorporated by reference to
Exhibit 2.1 of Dura's Current Report on Form 8-K, dated January
22, 1999.
2.2 Amendment to Agreement and Plan of Merger, dated March 3, 1999,
among Dura, Excel and Dura Operating Corp., incorporated by
reference to Dura's Proxy Materials, filed March 10, 1999.
99.1 Press release dated March 23, 1999 - Dura Automotive Systems,
Inc., and Excel Industries, Inc., Announce Completion of Merger;
Dura Automotive Systems, Inc., also Announces Completion of the
Acquisition of Adwest Automotive, Plc.
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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: March 30, 1999 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)
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EXHIBIT 99.1
DATE: March 23, 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 David Huls (612) 342-2311
AND
Excel Industries, Inc.
1120 North Main Street
Elkhart, Indiana 46514
Company Contact:
Joseph A. Robinson (219) 264-2131
Chicago:
William C. Schall
3023 N. Clark St., #210
Chicago, IL 60601
(773) 281-4727
FOR IMMEDIATE RELEASE
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DURA AUTOMOTIVE SYSTEMS, INC., AND EXCEL INDUSTRIES, INC., ANNOUNCE COMPLETION
OF MERGER; DURA AUTOMOTIVE SYSTEMS, INC., ALSO ANNOUNCES COMPLETION OF THE
ACQUISITION OF ADWEST AUTOMOTIVE, PLC
MINNEAPOLIS, March 23 - Dura Automotive Systems, Inc. ("Dura") (Nasdaq:
DRRA) and Excel Industries, Inc. ("Excel") (NYSE: EXC) announced that their
previously disclosed merger of the two companies was completed today after
receiving approval from their respective shareholders. In addition, Dura
announced completion of the acquisition of Adwest Automotive Plc ("Adwest")
(London Exchange: AWST).
Excel has annual revenues of approximately $1.1 billion, of which 75
percent is derived from the automotive/light truck market and the remainder from
the recreational vehicle, mass transit and heavy truck markets. Approximately 78
percent of Excel's revenues are generated in North America and the remainder in
Europe. With operations headquartered in Indiana, Excel's products for the light
vehicle segment include plastic and metal encapsulated window assemblies, door
systems, seat systems and injection molded plastic products. Excel is also a
leading supplier to the recreational vehicle, mass transit and heavy truck
markets and its products
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include appliances such as water heaters, furnaces, stoves and ranges,
mechanical components and systems, modular doors and a variety of window
assemblies. Excel's customers include Ford, DaimlerChrysler, General Motors,
Volkswagen and BMW in the light vehicle segment and Fleetwood, Winnebago,
Coachmen and Navistar in the recreational vehicle, mass transit and heavy
truck segments.
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 percent of Adwest's total revenues. Customers include
Volkswagen, BMW, Ford, General Motors, Peugeot, Citroen, Renault, Nissan, Honda,
Toyota, Volvo and Fiat.
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, hinges,
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, General Motors,
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.
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