<PAGE> 1
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 2, 2000
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Michigan 333-75849 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)
<PAGE> 2
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 2, 2000 (the "Closing Date") pursuant to a share purchase and sales
agreement, dated August 2, 2000, (the "Purchase Agreement"), among Oxford
Automotive Mecanismes et Decoupage Fin II SAS, a wholly-owned indirect
subsidiary of Oxford Automotive, Inc. (the "Registrant") and Aries Industries,
S.A. (the "Seller") the Registrant acquired all of the issued and outstanding
shares of Aries Industries Mecanismes et Decoupage Fin S.A. ("AIMDF") from the
Seller. The purchase price was FF 430 million (approximately US $60.7 million)
subject to possible downward adjustments for minimum net assets as of the
Closing Date and minimum EBITDA for the twelve months after the Closing Date. On
the Closing Date, FF 350 million less approximately FF 60 million in financial
indebtedness assumed or approximately FF 290 million was paid to the Seller. The
remaining purchase price of FF 80 million, subject to any applicable purchase
price adjustment or indemnification claim, is payable in two equal installments
on the second and third anniversaries of the Closing Date, subject to the
possible early payment of up to FF 10 million of the deferred payments if
certain conditions relating to the minimum EBITDA adjustment are met. For the
year ended December 31, 1999, AIMDF had net sales of approximately US $160
million.
The consideration provided for in the Purchase Agreement for the shares of AIMDF
was determined by the Registrant after a complete review of the business and
negotiations between representatives of the Registrant and Sellers. The
acquisition of AIMDF was financed from the Registrant's available European
working capital and approximately US$10 million from its senior credit facility
with Citicorp USA, Inc. as Administrative Agent and Collateral Agent.
AIMDF's integrated manufacturing operations cover all functions of design,
engineering, parts production and assembly of door, hood and decklid hinges,
latches, sliding door mechanisms, parking brakes, jacks, fine blanking, hot
rolled profiles and other metal formed components. The Registrant intends to
continue and expand the current operations of AIMDF.
ITEM 5. OTHER EVENTS
On August 17, 2000, the Registrant commenced a consent solicitation with respect
to proposed amendments to each of the Indentures governing its $200 million 10
1/8% Senior Subordinated Notes due June 2007 (CUSIP Nos. 690903AJ8 and
690903AC3)(the "Notes"). The consent solicitation is subject to the terms and
conditions set forth in the Registrant's Consent Solicitation Statement dated
August 17, 2000. The amendments are intended to limit the required guarantees of
the Notes to each domestic subsidiary of the Registrant that becomes an obligor
or guarantor with respect to any obligations under one or more bank credit
agreements and to each other restricted subsidiary of the Registrant that
guarantees the obligations of the Registrant or any domestic subsidiary of the
Registrant under any bank credit agreements. The amendments are also intended
to permit a guarantor of the Notes that is a domestic subsidiary of the
Registrant to release its subsidiary guaranty upon the termination of all of its
obligations under or guarantees of all bank credit agreements and will permit a
guarantor that is not a domestic subsidiary of the Registrant to release its
subsidiary guaranty upon the release of all of its guarantees of obligations of
the Registrant or the Registrant's domestic subsidiaries under all bank credit
agreements.
The record date to determine noteholders entitled to consent was August 16,
2000. The consent solicitation will expire at 5:00 P.M. New York City Time on
Tuesday, August 29, 2000, unless extended by the Registrant. The Registrant
will pay a consent fee of $1.25 for each $1,000 principal amount of notes for
which a consent is validly delivered and not revoked.
ITEM 7. Financial Statements, ProForma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not Required
(b) ProForma Financial Information
Not Required
(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
<PAGE> 3
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: August 14, 2000
<PAGE> 4
EXHIBIT INDEX
Ex. No. Description
2.1 Share Purchase and Sale Agreement, dated August 2, 2000 between
Oxford Automotive Mecanismes et Decoupage Fin II, a wholly-owned
indirect subsidiary of Oxford Automotive, Inc., and Aires
Industries, S.A. The Share Purchase and Sale Agreement as filed
does not contain certain exhibits which are described in the
Share Purchase and Sale Agreement. The Registrant will furnish a
copy of the omitted material to the Commission upon request.
