<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _________to__________
Commission File No. 333-11801-01
Commission File No. 333-11801
MS ACQUISITION CORP.
AETNA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 13-337-9803/38-200-7550
-------- -----------------------
<S><C>
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1, Rue Thomas Edison, Quartier des Chenes,
78056 St. Quentin en Yvelines, France
24331 Sherwood Avenue, P.O. Box 3067,
Centerline, Michigan 48015-0067
(Address of principal executive offices) ----------
(Zip Code)
Registrant's telephone number, including area code 011-33-1-39-41-20-00
(810) 759-2200
</TABLE>
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
The registrant is a privately held corporation. As such, there is no practicable
method to determine the aggregate market value of the voting stock held by
non-affiliates of the Registrant.
As of March 31, 1999, there were 3,902,498 shares of MS Acquisition Corp. Class
A common stock (voting) outstanding and no shares of MS Acquisition Corp. Class
B common stock (non-voting) outstanding (collectively, the "Common Stock").
<PAGE> 2
Following is a description of the amendment.
ITEM 6. SELECTED FINANCIAL DATA.
The table setting forth selected historical financial data of MS Acquisition
Corp. for the five years ended December 31, 1998 (in U.S. dollars in millions),
as originally filed, for the year ended December 31, 1998, reported "EBITDA" and
"Depreciation and amortization" of $39.4 and 35.7, respectively. The table is
amended to report for the year ended December 31, 1998, "EBITDA" and
"Depreciation and amortization" of $43.4 and 31.8, respectively.
The table setting forth selected historical financial data of MS Acquisition
Corp. for the five years ended December 31, 1998 (in U.S. dollars in millions),
as originally filed, reported for the year ended December 31, 1997, "EBITDA"
and "Depreciation and amortization" of $46.5 and 27.6, respectively. The table
is amended to report for the year ended December 31, 1997, "EBITDA" and
"Depreciation and amortization" of $46.4 and 27.5, respectively.
The table setting forth the pro forma statement of operations data for the year
ended December 31, 1998 (in U.S. dollars in millions ) is amended to include
"Discontinued operations, net" of --,(3.7),--, and (3.7) in the columns titled
"MS Acquisition Historical," "Sofedit Historical," "Combination Adjustments,"
and "Pro Forma Combined," respectively.
The table setting forth the pro forma statement of operations data for the year
ended December 31, 1998 (in U.S. dollars in millions), as originally filed,
reported Net income (loss) available for common shareholders of 7.1 and (14.7)
in the columns titled "Sofedit Historical" and "Pro Forma Combined,"
respectively. The table is amended to report Net income (loss) available for
common shareholders of 3.4 and (18.4) in the columns titled "Sofedit
Historical" and "Pro Forma Combined," respectively.
The table setting forth the pro forma statement of operations data for the year
ended December 31, 1997 (in U.S. dollars in millions) is amended to include
"Discontinued operations, net" of--, (2.5),--, and (2.5) in the columns titled
"MS Acquisition Historical," Sofedit Historical," "Combination Adjustments,"
and "Pro Forma Combined," respectively.
The table setting forth the pro forma statement of operations data for the year
ended December 31, 1997 (in U.S. dollars in millions), as originally filed,
reported Net income (loss) available for common shareholders of 7.2 and (3.7)
in the columns titled "Sofedit Historical" and "Pro Forma Combined,"
respectively. The table is amended to report Net income (loss) available for
common shareholders of 4.7 and (6.2) in the columns titled "Sofedit Historical"
and "Pro Forma Combined," respectively.
The title "Notes to the Selected Unaudited Pro Forma Combined Condensed
Financial Data" has been amended to "Notes to the Statement of Operations Data."
Following is the amended Item 6. Selected Financial Data to the 1998 Annual
Report on Form 10-K.
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Item 6. Selected Financial Data
The following table sets forth selected historical financial data of MS
Acquisition for the five years ended December 31, 1998.
Historical data for the years 1994 through 1997 are comprised of the
historical data of Sofedit, as predecessor. The financial data for the year
ended December 31, 1998 include the operations of Sofedit for the full year, and
the operations of MS Acquisition from April 1, 1998.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1994(2) 1995 1996 1997 1998
------- ---- ---- ---- ------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
U.S. GAAP(1)
Net sales..................... -- $464.9 $484.7 $487.9 $710.8
Cost of sales................. -- 397.3 424.6 429.4 646.6
------ ------ ------ -----
Gross profit.................. -- 67.6 60.1 58.5 64.2
Selling, general and
administrative expenses..... -- 28.4 29.2 26.1 38.8
Research and development
expenses.................... -- 4.4 7.6 7.4 9.5
Other (income) expense(4)..... -- 2.1 (0.6) 6.1 4.3
------ ------ ------ ------
Operating income.............. -- 32.7 23.9 18.9 11.6
Net interest expense.......... -- 15.3 12.9 9.7 23.6
------ ------ ------ ------
Income (loss) before taxes.... -- 17.4 11.0 9.2 (12.0)
Income (loss) before
discontinued operations and
preferred stock dividend.... -- 16.0 11.4 7.2 (9.5)
Preferred Stock dividend
requirements................ -- -- -- -- (3.4)
Net income.................... -- $ 12.8 $ 7.4 $ 4.7 ($16.8)
====== ====== ====== ======
OTHER DATA:
EBITDA(5)..................... -- $ 59.3 $ 48.8 $ 46.4 $ 43.4
Capital expenditures.......... -- 28.6 33.2 15.1 44.0
Depreciation and amortization. -- 26.6 24.9 27.5 31.8
FRENCH GAAP(7)
Net sales..................... $316.1 $488.3 $506.5 $508.9
Operating income.............. 28.6 37.4 20.2 20.0
Income before taxes........... 15.8 19.6 10.0 4.1
Net income.................... 12.7 16.5 9.6 3.6
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1994(2) 1995(2) 1996 1997 1998
-------- -------- ------ ------ ------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT END
OF PERIOD):
U.S. GAAP(1)
Cash................................ -- -- $ 11.3 $ 11.6 $ 26.1
Working capital (deficit)(6)........ -- -- 19.0 13.3 (80.2)
Total assets........................ -- -- 408.5 361.9 624.2
Total debt.......................... -- -- 140.1 115.2 324.5
Stockholders' equity (deficit)...... -- -- 62.4 65.3 (16.6)
FRENCH GAAP(7)
Total assets........................ $320.2 $405.5 $429.7 $379.2
Stockholders' equity................ 72.7 92.7 94.5 84.2
</TABLE>
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See accompanying notes to the pro forma statement of operations data.
(1) Historical data for 1997 and prior are comprised of Sofedit, as predecessor.
The data for the twelve months ended December 31, 1998 include Sofedit and
the operations of MS Acquisition from April 1, 1998.
(2) U.S. GAAP Statement of Operations Data has not been prepared for the year
ended December 31, 1994. U.S. GAAP Balance Sheet Data has not been prepared
as of December 31, 1994 and 1995.
(3) Consolidated Statement of Operations Data and Other Data were translated
using the average FF/$1.00 exchange rate for the respective year (FF4.96 per
$1.00 for the year ended December 31, 1995, FF5.12 per $1.00 for the year
ended December 31, 1996, FF5.85 per $1.00 for the year ended December 31,
1997, and FF5.9 per $1.00 for the year ended December 31, 1998).
Consolidated Balance Sheet Data were translated using the period end
FF/$1.00 exchange rate for the respective year (FF 5.59 per $1.00 for
December 31, 1998).
(4) In the year ended December 31, 1998, other expenses included: (i) $2.6
million of restructuring costs related to the rationalization of certain of
the Company's prototype facilities. In the year ended December 31, 1997,
other expense includes: (i) a $2.6 million loss on the sale of a non-core
subsidiary; and (ii) $2.5 million of restructuring costs related to the
rationalization of certain of the Company's prototype facilities. In the
year ended December 31, 1996, other expense includes a $1.5 million gain on
the sale of certain assets. In the year ended December 31, 1995, other
expense includes a $0.2 million gain on the sale of certain assets.
(5) EBITDA is defined as income before the effect of changes in accounting and
before discontinued operations plus interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to incur and service debt.
However, EBITDA should not be considered as a substitute for net income or
cash flow data prepared in accordance with generally accepted accounting
principles or as a measure of a company's profitability or liquidity. The
company's presentation of EBITDA may not be comparable to similarly titled
measures reported by other companys.
(6) Working capital is defined as current assets (including cash) minus current
liabilities. At December 31, 1996, December 31, 1997, and at December 31,
1998, the Company sold, under its accounts receivable program, receivables
amounting to $70.1 million, $53.8 million and $77.4 million, respectively.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Financial Condition"
(7) The main accounting differences between U.S. and French GAAP relate to the
capitalization of research and development costs and of start-up costs, and
to accounting for pension and retirement indemnities. The primary
differences in presentation include (i) classifying sales of scrap as sales
under French GAAP and as a reduction of cost of sales under U.S. GAAP and
(ii) the exclusion of goodwill amortization, employee profit sharing expense
and non-recurring items, such as restructuring, from operating income under
French GAAP.
PRO FORMA STATEMENT OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
MS
ACQUISITION SOFEDIT COMBINATION PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
----------- ---------- ----------- ---------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net sales............... $ 221.9 $ 542.0 $ -- $ 763.9
Cost of sales........... 206.6 485.0 0.2 (a) 691.8
------- ------- ----- -------
Gross profit............ 15.3 57.0 (0.2) 72.1
Selling, general and
administrative
expenses.............. 17.3 24.9 -- 42.2
Research and development
expenses.............. -- 9.5 -- 9.5
Other (income) expense.. 2.0 3.3 0.2 (a) 5.5
------- ------- ----- -------
Operating income (loss). (4.0) 19.3 (0.4) 14.9
Net interest expense.... 17.3 9.4 0.8 (b) 27.5
------- ------- ----- -------
Income (loss) before
taxes................. (21.3) 9.9 (1.2) (12.6)
Income tax provision
(credit).............. (4.9) 2.8 (0.4)(c) (2.5)
-------- ------- ----- -------
Income (loss) before
discontinued
operations and
preferred stock
dividend.............. $ (16.4) $ 7.1 $(0.8) $ (10.1)
------- ------- ----- -------
Discontinued operations,
net................... -- (3.7) -- (3.7)
Preferred Stock dividend
requirements.......... (4.6) -- -- (4.6)
------- ------- ----- -------
Net income (loss)
available for common
shareholders.......... $ (21.0) $ 3.4 $(0.8) $ (18.4)
======= ======= ===== =======
</TABLE>
PRO FORMA STATEMENT OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
MS
ACQUISITION SOFEDIT COMBINATION PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
----------- ---------- ----------- ---------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net sales............... $ 205.7 $ 487.9 $ -- $ 693.6
Cost of sales........... 181.3 429.4 0.7 (a) 611.4
------- ------- ------ -------
Gross profit............ 24.4 58.5 (0.7) 82.2
Selling, general and
administrative
expenses.............. 16.8 26.1 -- 42.9
Research and development
expenses.............. -- 7.4 -- 7.4
Other (income) expense.. 0.8 6.1 0.7 (a) 7.6
------- ------- ------ -------
Operating income (loss). 6.8 18.9 (1.4) 24.3
Net interest expense.... 11.2 9.7 3.3 (b) 24.2
------- ------- ------ -------
Income (loss) before
taxes................. (4.4) 9.2 (4.7) 0.1
Income tax provision
(credit).............. (1.4) 2.0 (1.4)(c) (0.8)
------- ------- ------ -------
Income (loss) before
discontinued
operations and
preferred stock
dividend.............. $ (3.0) $ 7.2 $ (3.3) $ 0.9
------- ------- ------ -------
Discontinued operations,
net................... -- (2.5) -- (2.5)
Preferred Stock dividend
requirements.......... (4.6) -- -- (4.6)
------- ------- ------ -------
Net income (loss)
available for common
shareholders.......... $ (7.6) $ 4.7 $ (3.3) $ (6.2)
======= ======= ======= =======
</TABLE>
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<PAGE> 5
NOTES TO THE PRO FORMA STATEMENT OF OPERATIONS
DATA
(U.S. DOLLARS IN MILLIONS)
(a) These pro forma adjustments reflect the impact of the allocation of
purchase price to the assets and liabilities of MS Acquisition on the pro
forma condensed statement of operations. The excess purchase price was
allocated to the assets and liabilities of MS Acquisition as follows:
<TABLE>
<S> <C>
Inventory and tooling......................................................... $ 0.8
Property, plant and equipment................................................. 7.3
Incremental goodwill.......................................................... 35.6
Accrued liabilities........................................................... (1.3)
</TABLE>
<TABLE>
<CAPTION>
COST OF OTHER(INCOME)
SALES EXPENSE TOTAL
------- -------------- -----
<S> <C> <C> <C>
Additional depreciation on property, plant and equipment
step-ups................................................... $ 0.7 $ -- $ 0.7
Elimination of amortization of previously recorded goodwill.. -- (0.8) (0.8)
Goodwill amortization on Combination over 40 years........... -- 1.5 1.5
----- ----- -----
Year ended December 31, 1998................................. $ 0.7 $ 0.7 $ 1.4
===== ===== =====
</TABLE>
- ------------
(b) The pro forma Combination adjustment for interest expense reflects the
issuance and assumption of the following debt:
<TABLE>
<CAPTION>
INTEREST
EXPENSE FOR
THE YEAR
ENDED
DECEMBER 31,
DESCRIPTION AMOUNT DISCOUNT NET 1998
----------- ------ -------- --- ------------
<S> <C> <C> <C> <C>
Promissory notes......... $40.9 $2.5 $38.4 $2.5
Assumed debt of former
stockholders........... 12.0 0.0 12.0 0.8
----- ---- ----- ----
$52.9 $2.5 $50.4 $3.3
===== ==== ===== ====
</TABLE>
The promissory notes by their terms are non-interest bearing until the
earlier of (a) one year from the date of the Combination, or (b) the
consummation of an initial public offering. As required under generally
accepted accounting principles, the Company has discounted the promissory
notes to reflect the appropriate interest rate. For purposes of these pro
forma statements, the Company has assumed an interest rate of LIBOR + 1.0%
(6.5% at the date of the Combination of April 1, 1998). This interest rate
is consistent with the terms of the promissory notes should interest be
payable in the future. The assumed debt represents bank term loans secured
by a pledge of shares of Common Stock of Sofedit by its former direct and
indirect stockholders. The assumed debt bears an interest at an estimated
rate of PIBOR + 1.3% (4.5% total rate).
(c) Adjustments represent the estimated income tax effect of the pro forma
adjustments, excluding goodwill, which will not be deductible for tax
purposes, using an effective income tax rate of 35%.
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<PAGE> 6
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on May 3, 1999.
MS ACQUISITION CORP.
By: /s/ Harold A. Brown
-------------------------
Name: Harold A. Brown
Title: Secretary
AETNA INDUSTRIES, INC.
By: /s/ Harold A. Brown
-------------------------
Name: Harold A. Brown
Title: Secretary
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