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): February 5, 1999
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Michigan 333-58131 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 February 5, 1999, (the "Closing Date") pursuant to a Share and Debt
Purchase and Sale Agreement, dated as of December 15, 1998 (the "Purchase
Agreement"), between Oxford Automotive France SAS (the "Company"), a wholly
owned, indirect subsidiary of Oxford Automotive, Inc. (the "Registrant"), and
Groupe Valfond S.A., the Company acquired (the "Acquisition") 100% of the
shares of Cofimeta S.A. and approximately 99% of the shares of its four
subsidiaries: Somenor S.A.; Aubry S.A.; Ecrim S.A.; and Socori Technologies
S.A. Cofimeta S.A. and its four subsidiaries are collectively referred to as
"Cofimeta." With respect to the purchase of the shares, the Company paid to
Groupe Valfond FF 80,000,000 in immediately available funds and agreed to make
deferred payments over three years on each annual anniversary of the Closing
Date in the amounts of FF 27,000,000, FF 27,000,000 and FF 36,000,000,
respectively. Deferred payments will bear interest at the rate of 3%. In
addition, the Company acquired at various discount levels from Groupe Valfond
and other third parties, trade payables and other obligations of Cofimeta
pursuant to and as provided in the Purchase Agreement. The consideration
provided for in the Purchase Agreement for Cofimeta was determined by the
Registrant after a complete review of Cofimeta's operations and negotiations
between representatives of the Registrant and Group Valfond. The acquisition
was financed from the Registrant's available cash and credit facility with NBD
Bank, as agent, which was refinanced on February 4, 1999 providing the
Registrant with a revolving line of credit of $US 110,000,000, a tooling line
of credit of $US 35,000,000 and a term loan of $US 30,000,000.
Cofimeta is a leading supplier of closure panels, floor pans, deck lids,
structural pillars, cross members, radiator surrounds and front ends and class
A surfaces. It is headquartered in a suburb of Paris and operates five
facilities in France located in Douai, St. Florent and Orbec and employs
approximately 1,600 persons. Cofimeta is a major supplier to Renault, Peugeot
and Citroen and the Registrant intends to continue and expand current
operations of Cofimeta.
Cofimeta had previously benefited from a final order, entered
approximately eighteen months ago, of the French Commercial Court in Douai,
France, approving a continuation plan for Cofimeta (the "Continuation Plan").
The Continuation Plan authorized certain restructuring plans, which included
reductions in employment levels, capital increases by its prior parent, and
the rescheduling of payment of all trade payables and other obligations over a
ten year period. Pursuant to an application by Groupe Valfond to the Court of
Douai, the court by judgment dated January 7, 1999 authorized, inter alia, (i)
the sale of the Cofimeta shares to the Company, (ii) termination of the
Continuation Plan with respect to Cofimeta, and (iii) the establishment of
Cofimeta Defeasance S.A. by Cofimeta to which the payment obligations of
Cofimeta remaining under the Continuation Plan were transferred. Of the FF
372,000,000 of original Continuation Plan obligations of Cofimeta, which were
transferred to Cofimeta Defeasance, S.A., approximately FF 305,000,000 have
been acquired by the Company and FF 67,000,000 remain payable to unrelated
third parties. Under the Continuation Plan, approximately 75% of the
scheduled repayment of all of the Continuation Plan obligations will occur in
the last five years of the ten year period.
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) on or prior to April 21, 1999.
(b) Pro Forma Financial Information.
Pro Forma Financial Information will be filed by amendment
pursuant to Item 7(b)(2) on or prior to April 21, 1999.
(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/ AURELIAN BUKATKO
Aurelian Bukatko
Senior Vice President and
Chief Financial Officer
Dated: February 18, 1999
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EXHIBIT INDEX
Ex. No. Description
2.1 Share and Debt Purchase Agreement, dated as of
December 15, 1998 (the "Purchase Agreement"), between
Oxford Automotive France SAS, a wholly owned, indirect
subsidiary of Oxford Automotive, Inc. (the
"Registrant")and Groupe Valfond S.A. The Purchase
Agreement does not include certain exhibits and
schedules described in the Purchase Agreement. The
Registrant will furnish a copy of the omitted material
to the Commission upon request. Previously filed as
Exhibit 2.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1998, and
incorporated herein by reference.
99.1 Press Release issued February 5, 1999
OXFORD AUTOMOTIVE COMPLETES PURCHASE
OF MAJOR FRENCH STAMPER, COFIMETA GROUP
Troy, Mich., February 5, 1999 - Oxford Automotive, Inc. announced today it has
closed on its agreement to purchase Cofimeta Group from France's Groupe
Valfond SA. Cofimeta is a leading automotive stamping and metal forming
company.
With 21 facilities in the United States, Mexico, Canada, South America, and
Europe, Oxford Automotive is quickly becoming a major supplier to the world's
automotive manufacturers and the acquisition of Cofimeta Group expands Oxford
Automotive's presence into Europe.
Cofimeta has annual sales of approximately $200 million (U.S.) per year and
produces products for customers including Renault SA, PSA Peugeot Citroen,
Toyota, Volkswagen, BMW, and Nissan. Cofimeta operates five manufacturing
facilities in France that employ 1,600 people. These facilities are located
in Douai, St. Florent and Orbec, France. Cofimeta produces metal body parts,
chassis, suspension and structural components and systems, assembly
operations, e-coatings and JIT deliveries to the automotive industry.
Cofimeta is QS9000 recognized by North American OEMs, EAQF 94, recognized by
French, German and Italian manufacturers and ISO 9001 certified.
Jean-Francois Constant, formerly Director General of Cofimeta Group has been
appointed President of Oxford Automotive France and will oversee the day-to-
day operations of the newly acquired company headquartered in Paris.
"Jean-Francois brings a strong European automotive background which will be a
tremendous asset to the international growth of Oxford," said Steven Abelman,
President and CEO of Oxford Automotive.
Oxford Automotive, Inc., headquartered in Troy, Mich., is a leading full
service Tier 1 designer and producer of high quality, engineering metal
components, assemblies and modules used by automotive OEMs. Oxford Automotive
operates 21 facilities with state-of-the-art technologies in metal stamping,
roll forming, welding and assembly equipment.
