SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 25, 1997
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Michigan 333-32975 38-3262809
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1250 Stephenson Highway
Troy, Michigan 48083
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 577-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 25, 1997 (the "Closing Date"), pursuant to a Stock Purchase
Agreement, dated as of November 25, 1997 (the "Agreement"), by and among
Oxford Automotive, Inc. (the "Registrant") and the shareholders of RPI
Holdings, Inc. ("RPIH"), the Registrant acquired all of the issued and
outstanding shares of the common stock of RPIH (the "Acquisition"). As a
result of the Acquisition, RPIH became a wholly-owned subsidiary of the
Registrant. On the Closing Date, the shareholders of the issued and
outstanding shares of RPIH common stock received approximately $2.5 million in
the aggregate for all outstanding RPIH shares. Of this amount, $100,000 was
paid by the RPIH shareholders as an investment banking fee. In addition, the
shareholders of RPIH received approximately $402,788 as payment of the
principal and accrued interest on certain outstanding loans to RPIH.
The consideration provided for in the Agreement for the RPIH shareholders
was determined by the Registrant after a complete review of RPIH's operations
and negotiations between representatives of the Registrant and RPIH. The
Acquisition was financed from the Registrant's available cash.
RPIH, through its wholly-owned subsidiary RPI, Inc. ("RPI"), specializes
in the production of roll-formed pieces, metal stampings, and welded
assemblies of functional and decorative trim for the automotive industry.
RPIH is continuing its operations as a wholly-owned subsidiary of the
Registrant following the Acquisition.
Certain officers, directors, and shareholders of the Registrant were also
officers, directors, or shareholders of RPIH prior to the execution of the
Agreement. Messrs. Isakow and Schlaybaugh, directors and shareholders of the
Registrant, were officers, directors and shareholders of RPIH. Messrs. Robert
H. Orley and Thomas L. Saeli were officers, directors and shareholders of RPIH
and are shareholders of the Registrant. Additional shareholders of the
Registrant were shareholders of RPIH.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Financial Statements will be filed by amendment pursuant to Item
7(a)(4) prior to February 9, 1998.
(b) Pro Forma Financial Information.
Pro Forma Financial Information will be filed by amendment
pursuant to Item 7(b)(2) prior to February 9, 1998.
(c) Exhibits. A list of Exhibits included as part of this report is
set forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
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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.
OXFORD AUTOMOTIVE, INC.
/S/ DONALD C. CAMPION
Donald C. Campion
Senior Vice President and
Chief Financial Officer
Dated: December 5, 1997
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EXHIBIT INDEX
Ex. No. Description
2.1 Stock Purchase Agreement, dated as of November 25,
1997, by and among Oxford Automotive, Inc. and the
Shareholders of RPI Holdings, Inc.
STOCK PURCHASE AGREEMENT
by and among
OXFORD AUTOMOTIVE, INC.
and
the Shareholders of
RPI HOLDINGS, INC.
November 25, 1997
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made on November 25,
1997 by and among Oxford Automotive, Inc., a Michigan corporation ("Buyer"),
and the shareholders listed on Exhibit A hereto (each a "Shareholder" and,
collectively, the "Shareholders") of RPI Holdings, Inc., a Michigan
corporation (the "Company"), and Robert H. Orley, as Shareholders' Agent.
The Shareholders are the owners of all of the issued and outstanding
capital stock (the "Shares") of the Company, which owns all of the issued and
outstanding capital stock of each of RPI, Inc., a Michigan corporation
("RPI"), and Prudenville Manufacturing, Inc., a Michigan corporation
("Prudenville" and, together with RPI, the "Subsidiaries"). The Shareholders
desire to sell to Buyer and Buyer desires to purchase from the Shareholders
all of the Shares for the price, upon the terms and subject to the conditions
hereinafter set forth.
In consideration of the premises and of the respective covenants and
agreements contained herein, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. On the terms and subject to the conditions set
forth in this Agreement, the Shareholders shall sell and transfer to Buyer,
and Buyer shall purchase and accept from the Shareholders, all of the
outstanding Shares.
1.2 Purchase Price. As consideration for the Shares, Buyer agrees to
pay to the Shareholders the aggregate sum of $2,500,000 (the "Purchase
Price"). The Purchase Price shall be allocated as follows: (i) $100,000 shall
be paid in immediately available funds to The Oxford Investment Group, Inc. in
satisfaction of the investment banking fee payable by the Shareholders
relating to the services rendered by The Oxford Investment Group, Inc. in
connection with this Agreement and the transactions contemplated hereby and
which the Shareholders agree is earned and payable; and (ii) $2,400,000 shall
be paid in immediately available funds to the Shareholders in proportion to
their respective holdings of the Shares as set forth in Exhibit A hereto.
1.3 Shareholder Loans. Each Shareholder shall also receive the
current principal balance of such Shareholder's subordinated loan to the
Company ("Shareholder Loan") set forth in Exhibit A, which was made on terms
delineated in the minutes of the consent action adopted on September 10, 1993
by the directors of the Company, plus accrued interest thereon as set forth in
Exhibit A. As payment for accrued interest with respect to such Shareholder
Loans, each Shareholder hereby acknowledges that the amount set forth in
Exhibit A as "Interest Payable on Shareholder Loan" shall be payment in full
by the Company of any and all accrued interest with respect to such
Shareholder Loan.
1.4 Deliveries.
(a) The Shareholders shall deliver to Buyer certificates
representing all the Shares, endorsed in blank in proper form for transfer or
accompanied by stock powers endorsed in blank; and
(b) In accordance with Sections 1.2 and 1.3, Buyer shall deliver
by wire transfer or by Company check, in immediately available funds, the
Purchase Price and, as applicable, the payment for the Shareholder Loans to
The Oxford Investment Group, Inc. and to each of the Shareholders.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Each Shareholder, severally and not jointly, represents and warrants, to
the Buyer as follows:
2.1 Authority. Each Shareholder has full power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby.
This Agreement has been duly executed by each Shareholder and constitutes a
legally enforceable obligation of each Shareholder in accordance with its
terms. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the compliance with the terms of this
Agreement do not and will not: (a) result in any breach of any provision of
the terms of any agreement or other instrument to which such Shareholder is a
party or by which he or any of his property is bound; (b) result in a breach
of any provision of, constitute a default under, result in the modification or
cancellation of, or give rise to any right of termination or acceleration in
respect of, any agreement, commitment, understanding, arrangement or
restriction of any kind to which such Shareholder is a party or to which he or
any of his property is subject; (c) result in the creation of any pledge,
lien, charge, claim, security interest, mortgage, encumbrance or right of
another person of any nature whatsoever ("Lien") upon, or any person obtaining
the right to acquire, any properties, assets or rights of the Company or any
Subsidiary; (d) violate any law, ordinance, code, rule, regulation, decree,
order or ruling of any court or governmental authority, to which such
Shareholder or any of his property is subject; or (e) require any
authorization, consent, order, permit or approval of, or notice to, or filing,
registration or qualification with, any governmental, administrative or
judicial authority.
2.2 Title. Each Shareholder has good and valid title to the Shares
listed opposite the name of such Shareholder in Exhibit A hereto and, except
as described in Exhibit A hereto, such Shares are free and clear of any and
all Liens. Upon delivery of the Shares to Buyer and full payment therefor as
contemplated hereby, Buyer shall acquire good, valid and marketable title to
all of the Shares owned by the Shareholders, free and clear of all Liens.
2.3 Organization of Companies. The Company and the Subsidiaries are
corporations duly organized, validly existing and in good standing under the
laws of the State of Michigan, and have all requisite corporate power and
authority to own, lease and operate their respective properties and to carry
on their respective businesses as now being conducted.
2.4 Capitalization.
(a) The authorized capital stock of the Company consists of
60,000 shares of Common Stock (the "Company Common Stock"), of which 736.8
shares are presently issued and outstanding. Pursuant to the terms of a
certain agreement between shareholders of the Company, which was assigned to
the Company, the Company tendered payment to Dykema Gossett PLLC in trust for
a former shareholder in full payment for such shareholders 16 shares of
Company Common Stock, which are no longer deemed to be issued and outstanding
shares of Company Common Stock. The authorized capital stock of RPI consists
of 600,000 shares of Common Stock (the "RPI Common Stock"), of which 1,000
shares are presently issued and outstanding. The authorized capital stock of
Prudenville consists of 60,000 shares of Common Stock (the "Prudenville Common
Stock" and together with the Company Common Stock and the RPI Common Stock the
"Common Stock"), of which 1,000 shares are presently issued and outstanding.
All such outstanding shares of Company Common Stock are validly issued, fully
paid and nonassessable and are all owned, beneficially and of record, in the
aggregate, by the Shareholders. All such outstanding shares of RPI Common
Stock and Prudenville Common Stock are validly issued, fully paid and
nonassessable and all are owned, beneficially and of record, by the Company.
Except as set forth in Exhibit A hereto, there is no security, option,
warrant, right, call, subscription, agreement, commitment or understanding of
any nature whatsoever, fixed or contingent, that directly or indirectly (i)
calls for the issuance, sale, pledge or other disposition of any shares of
stock of the Company or of either of the Subsidiaries or any securities
convertible into, or exchangeable for, or other rights to acquire, any shares
of stock of the Company or either of the Subsidiaries, or (ii) obligates the
Company or either of the Subsidiaries to grant, offer or enter into any of the
foregoing. Except as set forth in Exhibit A hereto, there are no outstanding
contractual obligations of the Company or either of the Subsidiaries to
repurchase, redeem or otherwise acquire any outstanding shares of their
capital stock.
(b) Except for this Agreement and as set forth in Exhibit A
hereto, there are no shares of capital stock of the Company or either of the
Subsidiaries authorized, issued or outstanding, and there are no outstanding
subscriptions, options, warrants, rights, stock-based or stock-related awards
or convertible or exchangeable securities or other agreements or commitments
to which the Company or either of the Subsidiaries or any Shareholder is a
party or by which any of them may be bound of any character relating to, or
obligating any of them to issue, grant, award, transfer or sell any issued or
unissued shares of capital stock or other securities. Except as set forth in
Exhibit A hereto, there are no voting trusts, proxies or other agreements or
understandings to which the Company or any Subsidiary or any Shareholder is a
party with respect to the (A) voting of capital stock or other securities of
the Company or either Subsidiary, (B) dividends or distributions on account of
such capital stock or (C) the transfer or disposition of such capital stock.
2.5 Financial Statements. The Company has previously furnished to
Buyer (a) audited consolidated balance sheets of RPI for the last two
completed fiscal years, and (b) the related audited consolidated statements of
operations, statements of shareholder's equity and statements of cash flows,
together with the related notes thereto. To the knowledge of the
Shareholders, all such financial statements are in accordance with the books
and records of the Company. To the knowledge of the Shareholders, the balance
sheets included in the financial statements referred to in this Section 2.5
(including the related notes thereto) present fairly the financial position of
the Company as of their respective dates, and each of the related statements
of operations and (where applicable) shareholder's equity and cash flows
included therein (including the related notes thereto) present fairly the
results of operations and (where applicable) cash flows for the fiscal years
or periods then ended, and all such financial statements have been prepared in
conformity with Generally Accepted Accounting Principles applied on a
consistent basis.
2.6 Properties; Title.
(a) The buildings, facilities, machinery, equipment, furniture,
leasehold and other improvements, fixtures, vehicles, structures, any related
capitalized items and other tangible property material to the business or
operations of the Company (the "Tangible Property") are suitable for their
current use.
(b) To the knowledge of the Shareholders, the Company has (i)
good and valid fee simple title to all of the real property owned by it, (ii)
good and valid title to the Tangible Property, and (iii) valid leasehold
interests in all real properties leased by it, in each case with respect to
subsections (i)-(iii) above, free and clear of all material Liens other than
(A) Liens for current taxes, assessments or governmental charges not yet due
and delinquent, (B) Liens which do not, individually or in the aggregate,
materially affect the operations of the businesses of the Company and its
Subsidiaries taken as a whole, (c) Liens which have been disclosed to Buyer,
or (d) Liens which do not, individually or in the aggregate, materially
interfere with the use of the real properties or materially detract from their
value.
2.7 Environmental Matters. To the knowledge of the Shareholders, the
Company and its Subsidiaries hold all permits, consents, licenses, approvals,
registrations, certifications and authorizations ("Environmental Permits")
presently required under Environmental Laws (as defined below) necessary to
conduct their businesses as presently conducted and all such Environmental
Permits are in full force and effect. To the knowledge of the Shareholders,
the Company and its Subsidiaries are in compliance with all terms and
conditions of all Environmental Permits and all currently applicable federal,
state, local or foreign statutory or common laws, and any rules, regulations,
codes, plans, ordinances, or orders issued, thereunder, relating to the
environment, human health or safety, or relating to the presence, manufacture,
generation, processing, distribution, use, sale, treatment, recycling,
receipt, storage, disposal, transport, or handling of hazardous substances
("Environmental Laws"), except to the extent that the failure to do so is not
reasonably likely to have, individually or in the aggregate, a loss, expense
or cost to the Company or to either of the Subsidiaries which is materially
adverse to the business, operations, assets, properties, results of operations
or financial condition of the Company taken as a whole (a "Material Adverse
Effect").
2.8 Certain Contracts and Arrangements. To the knowledge of the
Shareholders, no material default or alleged material default exists under any
material contracts of the Company or its Subsidiaries. To the knowledge of
the Shareholders, each of the material contracts of the Company and its
Subsidiaries is now valid, in full force and effect and enforceable in
accordance with its terms and each of the Company and its Subsidiaries, as the
case may be, has fulfilled in all material respects, or taken all action
reasonably necessary to enable it to fulfill when due, all its obligations
under such contracts, agreements, commitments, arrangements or understandings.
2.9 Legal Proceedings, Etc. To the knowledge of the Shareholders,
there is no claim, suit, action, proceeding or investigation pending or
threatened in writing against the Company or either of its Subsidiaries before
any court or governmental or regulatory authority or body wherein a result
adverse to the Company's interests would have a Material Adverse Effect, or
would prevent or delay the transactions contemplated in this Agreement. To
the knowledge of the Shareholders, neither the Company nor either of its
Subsidiaries is subject to any outstanding order, writ, injunction or decree
which would have a Material Adverse Effect or would prevent or delay the
transactions contemplated in this Agreement.
2.10 Commissions. Except as described in Section 1.2, the
Shareholders have not agreed to pay or become liable to pay any broker's,
finder's or originator's fees or commission for which the Buyer shall have
liability by reason of services alleged to have been rendered for the Company
or the Shareholders in connection with this Agreement and the transactions
contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Shareholders as follows:
3.1 Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Michigan.
3.2 Authority Relative to this Agreement. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of Directors of Buyer, and
no other corporate proceedings on the part of Buyer are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby or
thereby. This Agreement has been duly and validly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms.
3.3 Consents and Approvals; No Violation. Neither the execution and
delivery of this Agreement by Buyer nor the consummation of the transactions
contemplated hereby will (a) result in any breach of any provision of the
Articles of Incorporation or Bylaws (or other similar governing documents) of
Buyer, (b) require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority, (c)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Buyer or any of its assets, which violation would in the opinion
of Buyer have a material adverse effect on the business, operations or
financial condition of Buyer and its subsidiaries taken as a whole or impair
in any material respect its ability to consummate the transactions
contemplated hereby, (d) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give rise
to any right of termination, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
license, lease, contract, agreement or other instrument or obligation to which
Buyer or any of its subsidiaries is a party or by which any of them or any of
their properties or assets may be bound, or (e) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Buyer, any of
its subsidiaries or any of their properties or assets, except in the case of
(d) and (e) for violations, breaches or defaults which would not individually
or in the aggregate, have a material adverse effect on Buyer and its
subsidiaries taken as a whole.
3.4 Purchase for Investment. Buyer will acquire the Shares for its
own account for investment and not with a view toward any resale or
distribution thereof.
3.5 Broker's or Finder's Fees. No agent, broker, person or firm
acting on behalf of Buyer is, or will be, entitled to any commission or
broker's or finder's fees from any of the parties hereto, or from any person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated herein.
ARTICLE IV
INDEMNIFICATION
4.1 Indemnification. The parties shall indemnify each other as set
forth below:
(a) Each Shareholder, severally and not jointly, shall indemnify
and hold harmless Buyer from and against any and all losses, damages,
liabilities and claims ("Losses") arising out of, based upon or resulting from
(i) any inaccuracy as of the date hereof of any representation or warranty of
the Shareholders which is contained in this Agreement or (ii) any breach or
nonfulfillment by the Shareholders of any of its other obligations contained
in this Agreement. The Shareholders shall reimburse Buyer for any and all
fees, costs and expenses of any kind related thereto (including, without
limitation, any and all legal expenses) and, for purposes hereof, such fees,
costs and expenses shall be deemed to be Losses.
(b) Buyer shall indemnify and hold harmless the Shareholders
from and against any and all Losses arising out of, based upon or resulting
from (i) any inaccuracy as of the date hereof of any representation or
warranty of Buyer which is contained in this Agreement or (ii) any breach by
Buyer of any of its other obligations contained in this Agreement, and Buyer
shall reimburse Shareholders for any and all fees, costs and expenses of any
kind related thereto (including, without limitation, any and all legal
expenses) and, for purposes hereof, such fees, costs and expenses shall be
deemed to be Losses.
(c) Promptly after receipt by any person entitled to
indemnification hereunder (an "Indemnified Party") of notice of the
commencement of any action by a third party in respect of which the
Indemnified Party will seek indemnification hereunder, the Indemnified Party
shall notify each person that is obligated to provide such indemnification (an
"Indemnifying Party") thereof in writing but any failure to so notify the
Indemnifying Party shall not relieve it from any liability that it may have to
the Indemnified Party other than to the extent the Indemnifying Party is
actually prejudiced thereby. The Indemnifying Party shall be entitled to
participate in the defense of such action and, provided that within 15 days
after receipt of such written notice the Indemnifying Party confirms in
writing its responsibility therefor and reasonably demonstrates that it will
be able to pay the full amount of potential liability in connection with any
such claim, to assume control of such defense with counsel reasonably
satisfactory to such Indemnified Party; provided, however, that:
(i) the Indemnified Party shall be entitled to participate in
the defense of such claim and to employ counsel at its own
expense to assist in the handling of such claim; provided,
however, that the employment of such counsel shall be at the
expense of the Indemnifying Party if the Indemnified Party
determines in good faith that such participation is
appropriate in light of defenses not available to the
Indemnifying Party, conflicts of interest or other similar
circumstances;
(ii) the Indemnifying Party shall obtain the prior written
approval of the Indemnified Party before entering into any
settlement of such claim or ceasing to defend against such
claim (with such approval not to be unreasonably withheld);
(iii) no Indemnifying Party shall consent to the entry of any
judgment or enter into any settlement that does not include
as an unconditional term thereof the giving by each
claimant or plaintiff to each Indemnified Party of
a release from all liability in respect of such claim; and
(iv) the Indemnifying Party shall not be entitled to control (but
shall be entitled to participate at its own expense in the
defense of), and the Indemnified Party shall be entitled to
have sole control over, the defense or settlement of (A) any
claim to the extent the claim seeks an order, injunction,
non-monetary or other equitable relief against the
Indemnified Party which, if successful, could materially
interfere with the business, operations, assets, condition
(financial or otherwise) or prospects of the Indemnified
Party or (B) any claim relating to taxes.
After written notice by the Indemnifying Party to the Indemnified Party of its
election to assume control of the defense of any such action, the Indemnifying
Party shall not be liable to such Indemnified Party hereunder for any legal
expenses subsequently incurred by such Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation and of
liaison counsel for the Indemnified Party; provided, however, that the
Indemnifying Party shall be liable for such legal expenses if the Indemnified
Party determines in good faith that the incurrence of the same is appropriate
in light of defenses not available to the Indemnifying Party, conflicts of
interest or other similar circumstances. If the Indemnifying Party does not
assume control of the defense of such claim as provided herein, the
Indemnified Party shall have the right to defend such claim in such manner as
it may deem appropriate at the cost and expense of the Indemnifying Party, and
the Indemnifying Party will promptly reimburse the Indemnified Party therefor
in accordance with this Section. The reimbursement of fees, costs and
expenses required by this Section shall be made by periodic payments during
the course of the investigations or defense, as and when bills are received or
expenses incurred.
4.2 Remedies. Except as otherwise specifically provided in this
Agreement, the sole and exclusive remedy of the Buyer and the Shareholders
hereunder shall be restricted to the indemnification rights set forth in this
Article IV.
4.3 Certain Limitations. Notwithstanding any other provision in this
Agreement to the contrary, the liability of the Shareholders or the Buyer, as
applicable, for claims under this Agreement shall be limited by the following:
(a) No claim or claims shall be asserted by Buyer or the
Shareholders pursuant to the provisions of this Article IV, unless and to the
extent that the amount of such Indemnified Party's damages exceeds $100,000 in
the aggregate, in which event such Indemnified Party shall be entitled to
receive only those damages exceeding $100,000.
(b) The aggregate amount of damages recoverable pursuant to the
provisions of Article IV by the Shareholders or by the Buyer shall be limited
to $2,500,000 in the aggregate.
ARTICLE V
MISCELLANEOUS
5.1 Survival. All representations, warranties, covenants and
agreements contained in this Agreement or in any Schedule, certificate,
document or statement delivered pursuant hereto, shall survive for a period of
one year after the date of this Agreement unless a specific claim in writing
with respect to any such representation or warranty shall have been made, or
an action at law or in equity shall have been commenced or filed, prior to
such expiration date; provided, however, that the representations and
warranties of the Shareholders set forth in Section 2.2 shall survive
indefinitely.
5.2 Expenses. Each of the parties hereto shall pay its own fees and
expenses (including the fees of any attorneys, accountants or others engaged
by such party) in connection with this Agreement.
5.3 Headings. Section headings herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof.
5.4 Notices. All notices or other communications required or
permitted hereunder shall be given in writing and shall be deemed sufficient
if delivered by hand (including by courier), mailed by registered or certified
mail, postage prepaid (return receipt requested), or sent by facsimile, as
follows:
If to the Shareholders' Agent or any Shareholder:
c/o The Oxford Investment Group, Inc.
2000 North Woodward Avenue
Suite 130
Bloomfield Hills, Michigan 48304
Attention: Robert H. Orley
If to Buyer:
Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, Michigan 48083
Attention: Steven M. Abelman
or such other address as shall be furnished in writing by such party, and any
such notice or communication shall be effective and be deemed to have been
given as of the date so delivered or, if mailed upon receipt thereof, or if by
facsimile, on production of a transmission report by the machine from which
the facsimile was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient.
5.5 Agency. Each Shareholder irrevocably appoints Robert H. Orley as
the agent of such Shareholder for all purposes relating to or in connection
with any transaction contemplated by or relating to this Agreement and to be
carried out prior to, at or after the date of this Agreement (including,
without limitation, approving any modifications or amendments to this
Agreement) and each Shareholder authorizes Buyer to rely upon the agency
created hereby and releases Buyer from any and all liability to such
Shareholder of whatever nature arising out of or relating to such agency, to
the same extent as though any act committed or omitted by Robert H. Orley
pursuant to such agency had been committed or omitted by such Shareholder.
5.6 Assignment. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, and the provisions of Article IV
hereof shall inure to the benefit of the indemnified parties referred to
therein; provided, however, that neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned by any of the parties
hereto without the prior written consent of the other parties, except that
this Agreement and such rights, interests and obligations may be assigned by
Buyer to an Affiliate (provided that Buyer is not relieved of its liability
hereunder).
5.7 Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior or contemporaneous written or oral
commitments, arrangements or understandings with respect thereto.
5.8 Modifications, Amendments and Waivers. Buyer and the Shareholders
may, by written agreement, modify, amend or supplement any term or provision
of this Agreement and any term or provision of this Agreement may be waived in
writing by the party which is entitled to the benefits thereof.
5.9 Counterparts. This Agreement may be executed with counterpart
signature pages or in two or more counterparts, all of which shall be
considered one and the same agreement and each of which shall be deemed an
original.
5.10 Governing Law. This Agreement shall be governed by the laws of
the State of Michigan (regardless of the laws that might be applicable under
principles of conflicts of law) as to all matters including, but not limited
to, matters of validity, construction, effect and performance.
5.11 Severability. If any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected thereby and this Agreement will be construed and enforced as
if such invalid, illegal or unenforceable provisions had not been included
herein. To the extent permitted by applicable law, each party waives any
provision of law which renders any provision of this Agreement invalid,
illegal or unenforceable in any respect.
5.12 Third Parties. Nothing in this Agreement shall be deemed to be
for the benefit of, or enforceable by or on behalf of any party, including,
without limitation, any employee or former employee of the Company or of any
Subsidiary, any dependent or beneficiary of any such employee, any labor union
or other party or organization, any obligee, owner or holder of any obligation
or liability, other than the parties to this Agreement and the Indemnified
Parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BUYER:
OXFORD AUTOMOTIVE, INC.
By: /S/ DONALD C. CAMPION
Its: Sr. Vice President - Chief
Financial Officer
SHAREHOLDERS:
/S/ ROBERT M. BURCH
Robert M. Burch
/S/ LARRY R. GARON
Larry R. Garon
UNITED JEWISH FOUNDATION
By: /S/ ROBERT SLATKIN
Name: Robert Slatkin
Title: President
By: /S/ MARK DAVIDOFF
Name: Mark Davidoff
Title: Chief Financial Officer
HILSEL INVESTMENT COMPANY
LIMITED PARTNERSHIP
By: Tridec Management, Inc.,
General Partner
By: /S/ SELWYN ISAKOW
Selwyn Isakow, President
THE SELWYN ISAKOW REVOCABLE GRANTOR
TRUST
/S/ SELWYN ISAKOW
Selwyn Isakow, Trustee
/S/ LAWRENCE S. LAX
Lawrence S. Lax
/S/ GREGG L. ORLEY
Gregg L. Orley
/S/ ROBERT H. ORLEY
Robert H. Orley
/S/ DAVID T. PROVOST
David T. Provost
/S/ ANTON RIZZARDI
Anton Rizzardi
/S/ THOMAS L. SAELI
Thomas L. Saeli
/S/ REX E. SCHLAYBAUGH, JR.
Rex E. Schlaybaugh, Jr.
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EXHIBIT A
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Shares of Remaining Interest on
Common Percent of Net Shareholder Shareholder Total
Shareholder(1) Stock Class Proceeds Loan Loan Payment
Robert M. Burch 8.0 1.0858% $ 26,058.63 $ 3,876.30 $ 497.08 $ 30,432.01
Larry R. Garon 46.0 6.2432 149,837.13 22,288.72 2,858.20 174,984.05
Selwyn Isakow - - - 10,078.38 1,292.40 11,370.78
Hilsel Investment
Co., L.P. 195.0 26.4658 635,179.15 94,484.80 12,116.27 741,780.22
United Jewish
Foundation(2) 30.8 4.1802 100,325.73 - - 100,325.73
Selwyn Isakow
Trust (2) 123.0 16.6938 400,651.47 64,443.48 8,263.91 473,358.86
Lawrence S. Lax 46.0 6.2432 149,837.13 22,288.72 2,858.20 174,984.05
Gregg L. Orley 62.0 8.4148 201,954.40 44,577.44 5,716.39 252,248.23
United Jewish
Foundation (2) 30.0 4.0717 97,719.87 - - 97,719.87
Robert H. Orley 62.0 8.4148 201,954.40 44,577.44 5,716.39 252,248.23
United Jewish
Foundation (2) 30.0 4.0717 97,719.87 - - 97,719.87
David T. Provost 24.0 3.2573 78,175.90 11,628.90 1,491.23 91,296.03
Anton Rizzardi 16.0 2.1716 52,117.26 7,752.60 994.15 60,864.01
Thomas L. Saeli 40.0 5.4289 130,293.16 19,381.50 2,485.39 152,160.05
Rex E.
Schlaybaugh, Jr. 24.0 3.2573 78,175.90 11,628.90 1,491.23 91,296.03
Total 736.8 100% $2,400,000.00 $357,007.18 $45,780.84 $2,802,788.02
__________________
</TABLE>
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(1) The Shareholders are parties to a Shareholder Agreement dated September
10, 1993, as amended, (the "Shareholder Agreement") and Messrs. Burch,
Provost, Saeli and Schlaybaugh have granted certain purchase options
with respect to their shares to Mr. Isakow, pursuant to agreements dated
September 10, 1993 (the "Grants"). The Shareholders agree that the
Shareholder Agreement and the Grants, as applicable, shall be canceled,
with no liability and/or benefit accruing in respect thereof to any of
the parties thereto.
(2) Shares recently transferred from Mr. Isakow, the Selwyn Isakow Trust,
and Messrs. G. Orley and R. Orley, respectively.
