SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO
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 13, 1998
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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AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report on
Form 8-K dated March 16, 1998, as set forth in the pages attached hereto:
Item 5. OTHER EVENTS
On March 13, 1998, Oxford Automotive, Inc. ("Registrant") entered into an
Asset Purchase Agreement (the "Purchase Agreement"), with Eaton Corporation
("Eaton"). Pursuant to the Purchase Agreement, the Registrant has agreed to
acquire the Suspension Division of Eaton (the "Suspension Division") for a
purchase price of $53.3 million.
The Suspension Division of Eaton is a leading tier one North American supplier
of leaf spring suspension systems for automotive applications. The Suspension
Division is a major supplier to the traditional North American light truck
vehicle manufacturers, and also two Japanese automotive transplants, one
Japanese heavy truck manufacturer, and two European vehicle programs. The
Suspension Division designs, manufactures and markets leaf springs for
original equipment vehicle markets with product applications in light truck
rear suspensions. The Suspension Division is focused on the light truck
market, where full-size pick-ups and vans, mini pick-ups and vans, and sport
utility vehicles are the major users of leaf springs, primarily for rear
suspension applications.
Products of the Suspension Division include multiple leaf, parabolic (long
taper) multiple leaf, and single leaf long taper suspension systems. The
Suspension Division also owns a 49% interest in Metalurgica Carabobo, S.A., a
Venezuelan manufacturer of conventional leaf springs and coil springs for both
light and heavy trucks.
The following table sets forth select unaudited combined financial data,
prepared in accordance with Eaton's internal accounting principles, for the
Suspension Division for the years ended December 31, 1997, 1996 and 1995, in
each case as derived from the information provided to the Registrant by Eaton.
(Dollars in thousands)
December 31, December 31, December 31,
1997 1996 1995
Income Statement Data
Net Sales $125,776 $129,842 $133,957
Gross Profit 11,405 10,609 17,213
Selling, Gen. & Admin. 6,527 6,892 6,866
Operating Income 4,878 3,717 10,347
Other Income (Expense) (1) (1,697) (1,869) (1,982)
Pre-Tax Income 3,181 1,848 8,365
Balance Sheet Data
Cash $ -- $ -- $ --
Accounts Receivable 13,115 13,856 14,618
Inventories 9,988 9,040 10,725
Total Assets 53,909 53,659 56,320
Total Liabilities 10,701 9,014 6,975
Division Capital 43,208 44,642 49,357
Other Data
Depr. and Amort. 3,989 $ 4,001 $ 3,800
EBITDA 8,185 6,766 13,121
(1)Includes certain charges allocated to the Suspension Division by Eaton.
Such charges include corporate accounting support, cash management, audit and
legal services, project support, employee benefits administration and an
interest charge allocation.
The proposed transaction is subject to completion of certain conditions. It
is presently anticipated that the purchase would be completed during April
1998.
The Registrant released a press release on March 16, 1998 to disclose
information relating to the proposed transaction per the attached exhibit.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(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: March 19, 1998
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EXHIBIT INDEX
Ex. No. Description
99.1 Press Release issued March 16, 1998
FOR IMMEDIATE RELEASE
OXFORD AUTOMOTIVE TO PURCHASE EATON CORP. SUSPENSION DIVISION
(Troy, MICH, March 16, 1998) - Oxford Automotive, Inc., today announced it had
reached agreement to purchase the Suspension Division of Eaton Corporation, a
leading North American Tier I supplier of leaf spring suspension systems for
automotive applications.
The Suspension Division has annualized sales of approximately $130 million per
year and maintains four manufacturing operations with approximately 1,060
employees. These sites are: Wallaceburg, Ontario; Chatham, Ontario;
Hamilton, Indiana; and joint venture operations in Valencia, Venezuela.
The transaction is expected to close during April, and is subject to
completion of certain conditions.
The announcement marks another highlight in a year of enormous growth at
Oxford, a full service Tier I supplier of complex, value added automotive
metal components, assemblies and modules to automotive original equipment
manufacturers (OEMs).
With the most recent acquisition, Oxford is fast becoming an industry leader
in the development and manufacture of control arm and other suspension
products to the light truck and SUV market. It possesses a proud 100-year
heritage in the metal forming industry with decades of experience in producing
sophisticated stamped metal components for automobile manufacturers.
Oxford has continued to expand its business and during the last six months
completed the acquisition of Howell Industries, and RPI, Inc., and expanded
its operations in Silao, Mexico. The first phase of the 42,000 square-foot
Silao plant, which is expected to become operational in the second quarter of
the year, will offer stamping, welding and assembly operations for metal
formed vehicle systems. Oxford also operates an assembly facility in
Saltillo, Mexico.
The possible addition of the joint venture in Venezuela supports Oxford's core
commitment of meeting the worldwide manufacturing needs of the increasingly
global automotive industry.
"Eaton's Suspension Division will strategically complement the extensive
suspension products already being manufactured by Oxford," says Steve Abelman,
president and chief executive officer, Oxford Automotive. "We are
particularly pleased about the possible opportunity to expand operations into
Venezuela, because we recognize that automakers are demanding global
suppliers. We are continuing to consider other global acquisitions, and look
forward to making more announcements in the near future."
The Suspension Division is a full-line supplier of multi-plate and long taper
leaf springs for light-, medium-, and heavy-duty trucks. Abelman says the
division has built "unparalleled expertise" in several areas, including
surface enhancement and residual stress development, heat treating and
corrosion resistant coatings. It has invested heavily in proprietary
manufacturing technologies, and has maintained a leadership position in weight
and performance specifications for leaf spring systems.
The acquisition brings to Oxford not only the products and facilities of the
Suspension Division, but its strong, experienced management team, says
Abelman.
"This acquisition enhances the base of skill and expertise at Oxford
Automotive and strengthens our position as one of the industry leaders in
metal formed suspension products," he says.
Oxford Automotive, a privately-held company headquartered in Troy, Mich., is a
leading full service Tier I designer and producer of high quality, engineered
metal components, assemblies and modules used by automotive OEMs. Oxford
operates 14 manufacturing facilities with state-of-the-art technologies in
metal stamping, rollforming, welding and assembly equipment.
