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): August 13, 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.)
2365 Franklin Road
Bloomfield Hills, Michigan 48302
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 745-9600
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 13, 1997 (the "Effective Date"), pursuant to an
Agreement and Plan of Merger, dated as of May 21, 1997 (the
"Merger Agreement"), by and among Oxford Automotive, Inc. (the
"Registrant"), HI Acquisition, Inc., a wholly-owned subsidiary of
the Registrant ("Merger Sub"), and Howell Industries, Inc.
("Howell"), Merger Sub merged with and into Howell (the "Merger").
As a result of the Merger, Howell, the surviving corporation,
became a wholly-owned subsidiary of the Registrant. On the
Effective Date, each share of Howell common stock issued and
outstanding was converted into the right to receive $37.00,
approximately $23.04 million in the aggregate for all outstanding
shares. In addition, pursuant to the terms of the Merger
Agreement, all outstanding options were converted into the right
to receive the excess of $37.00 over their respective exercise
prices, an aggregate of approximately $130,000.
The consideration provided for in the Merger Agreement for
the Howell shareholders and option holders was determined by
Registrant after a complete review of Howell's operations and
negotiations between representatives of Registrant and Howell.
The Merger was financed from the proceeds of Registrant's sale of
$125 million of its 10 1/8% Senior Subordinated Notes Due 2007.
Howell is a manufacturer of high-quality subassemblies and
detailed stampings used primarily in suspension system
applications in the automotive market. Howell is continuing its
operations as a wholly-owned subsidiary of the Registrant
following the Merger.
Prior to the execution of the Merger Agreement, there was no
material relationship between the Registrant and Howell or between
any officers or directors of the Registrant and the officers or
directors of Howell.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
In accordance with Rule 3-05(b)(4)(ii) of Regulation S-X,
the Registrant hereby files the following financial data:
(a) Financial Statements of Businesses Acquired.
(1) The Howell Consolidated Balance Sheets April 30, 1997;
Consolidated Statements of Net Earnings For the Nine
Months Ended April 30, 1997 and 1996; Consolidated
Statements of Retained Earnings For the Nine Months
Ended April 30, 1997; Consolidated Statements of Cash
Flows For the Nine Months Ended April 30, 1997 and
1996; were included in Howell's Form 10-Q for the
quarter ended April 30, 1997 and are incorporated
herein by reference.
(2) The Howell Balance Sheets July 31, 1996 and July 31,
1995; Statements of Operations For the Years Ended
July 31, 1996, 1995 and 1994; Statements of Cash
Flows For the Years Ended July 31, 1996, 1995 and
1994; Statements of Shareholders' Investment For the
Years Ended July 31, 1996, 1995 and 1994; and related
Notes to Financial Statements were included in
Howell's Form 10-K for the year ended July 31, 1996
and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The required Unaudited Pro Forma Combined Financial Data of
the Registrant were included under "Pro Forma Combined
Financial Data" in the Registration Statement on Form S-4
(Registration No. 333-32975) previously filed by the
Registrant and are incorporated herein by reference.
(c) Exhibits:
Ex. No. Description
2.1 Agreement and Plan of Merger, dated as of May
21, 1997, by and among Oxford Automotive, Inc.,
HI Acquisition, Inc. and Howell Industries,
Inc., filed as Exhibit 2.1 to the Registrant's
Registration Statement Form S-4, Registration
No. 333-32975, and incorporated herein by
reference.
99.1 Press Release issued August 13, 1997
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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: October 23, 1997
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of May 21,
1997, by and among Oxford Automotive, Inc., HI
Acquisition, Inc. and Howell Industries, Inc.,
filed as Exhibit 2.1 to the Registrant's Registration
Statement Form S-4, Registration No. 333-32975, and
incorporated herein by reference.
99.1 Press Release issued August 13, 1997.
OXFORD AUTOMOTIVE ANNOUNCES ACQUISITION
OF HOWELL INDUSTRIES, INC.
Bloomfield Hills, Mich., August 13, 1997 Oxford Automotive, Inc.,
one of the nation's leading full service Tier 1 automotive manufacturers of
engineered metal components, assemblies and modules, has completed the
acquisition of Howell Industries, Inc. (AMEX: "HOW") of Southfield, Mich.
Howell Industries is a major Tier 1 manufacturer of high quality welded
sub-assemblies and detailed stampings used primarily in suspension system
applications. Howell Industries expects sales of over $96 million in fiscal
1997. Howell has plants in Masury, Ohio and Lapeer, Mich. and is QS 9000
certified. The Howell shareholders approved the acquisition at a special
meeting held today. The announcement was made by Selwyn Isakow, Chairman of
Oxford Automotive.
"The acquisition of Howell strategically expands our customer
relationships with Ford and Chrysler, and builds on our expertise in the
design, engineering and production of key suspension related components,"
stated Isakow. "Howell's expertise is complimentary to our own," he
continued, "and will be consisted with our objective of being the leading full
service global supplier of integrated systems based on metal forming and
related manufacturing technologies."
Oxford Automotive, a privately-held company headquartered in
Bloomfield Hills, Mich., is a leading full service Tier 1 designer and
producer of high-quality, engineered metal components, assemblies and modules
used by automotive original equipment manufacturers. Oxford operates 10
manufacturing facilities with state-of-the-art technologies in metal stamping,
rollforming, welding and assembly equipment.
