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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 5, 1999
VIASYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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DELAWARE 333-29727 43-1777252
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
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101 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 727-2087
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 5, 1999, an indirect wholly-owned subsidiary of Viasystems,
Inc. (the "Company") acquired the printed circuit board manufacturing division
("Kalex") of Termbray Industries International (Holdings) Limited ("Termbray
Holdings"), a manufacturer of rigid printed circuit boards located in China,
for a net cash purchase of approximately $301,000,000 (the "Kalex
Acquisition"). The Kalex Acquisition was funded with (i) $200,000,000 from a
capital contribution to the Company from the issuance of 163,934,427 shares of
the common stock of Viasystems Group, Inc., the Company's parent, and (ii)
borrowings under a new tranche C term loan under the Company's senior secured
credit facility, as amended and restated (the "Third Amended and Restated
Credit Agreement"), from a syndicate of commercial banks and institutional
lenders set forth on the signature pages thereto. The Third Amended and
Restated Credit Agreement is filed as Exhibit 4.11 to this Current Report on
Form 8-K. The purchase price for the Kalex Acquisition was determined as a
result of arms-length negotiation between the Company and Termbray Holdings,
which are unrelated parties. The Kalex Acquisition was consummated as a stock
purchase of certain indirect subsidiaries of Termbray Holdings that conduct the
printed circuit board manufacturing business of Kalex, and such entities will
continue to conduct that business as subsidiaries of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Historical financial statements for the Kalex Acquisition
will be filed by amendment to this Current Report on Form 8-K within 60 days
after the date of this report.
(b) Pro Forma Financial Information.
Pro forma financial information reflecting the Kalex
Acquisition will be filed by amendment to this Current Report on Form 8-K
within 60 days after the date of this report.
(c) Exhibits.
Exhibit Number Description
2.8 - Share Purchase Agreement, dated as of August 1,
1999, among Termbray Electronics (B.V.I.) Limited,
Termbray Industries International (Holdings)
Limited, Viasystems Canada, Inc., and Viasystems
Group, Inc.**
4.11 - Third Amended and Restated Credit Agreement, dated
as of August 5, 1999, among Viasystems Group, Inc.,
Viasystems, Inc., Viasystems Canada, Inc. (f/k/a
Circo Craft Co. Inc.), PCB Investments Plc,
Viasystems Holdings Limited (f/k/a Forward Group
Plc), Chips Acquisition Limited, Print Service
Holding N.V., Viasystems II Limited (f/k/a
Interconnection Systems (Holdings) Limited); and The
Chase Manhattan Bank of Canada, Chase Manhattan
International Limited and The Chase Manhattan
Bank.**
99.1 - Press Release, dated as of August 3, 1999.*
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* Filed herewith.
** To be filed by amendment.
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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 hereunto duly authorized.
VIASYSTEMS, INC.
Dated: August 19, 1999 By: /s/ DAVID M. SINDELAR
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David M. Sindelar
Senior Vice President and Chief
Financial Officer
By: /s/ JOSEPH S. CATANZARO
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Joseph S. Catanzaro
Chief Accounting Officer
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INDEX TO EXHIBITS
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Exhibit Number Description
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2.8 - Share Purchase Agreement, dated as of August 1, 1999, among
Termbray Electronics (B.V.I.) Limited, Termbray Industries
International (Holdings) Limited, Viasystems Canada, Inc., and
Viasystems Group, Inc.**
4.11 - Third Amended and Restated Credit Agreement, dated as of August
5, 1999, among Viasystems Group, Inc., Viasystems, Inc.,
Viasystems Canada, Inc. (f/k/a Circo Craft Co. Inc.), PCB
Investments Plc, Viasystems Holdings Limited (f/k/a Forward
Group Plc), Chips Acquisition Limited, Print Service Holding
N.V., Viasystems II Limited (f/k/a Interconnection Systems
(Holdings) Limited); and The Chase Manhattan Bank of Canada,
Chase Manhattan International Limited and The Chase Manhattan
Bank.**
99.1 - Press Release, dated as of August 3, 1999.*
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* Filed herewith.
** To be filed by amendment.
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EXHIBIT 99.1
[VIASYSTEMS LOGO]
NEWS COPY INFORMATION CONTACT:
Charles D. Shrader
FOR IMMEDIATE RELEASE (314) 746-2236
VIASYSTEMS GROUP, INC. ACQUIRES PCB MANUFACTURING DIVISION
OF TERMBRAY INDUSTRIES INTERNATIONAL (HOLDINGS) LTD.
ST. LOUIS, August 4, 1999 - Viasystems Group, Inc., formed in 1996 by the
investment firm of Hicks, Muse, Tate & Furst Incorporated and Mills & Partners,
Inc., announced today that it has entered into an agreement to acquire the PCB
manufacturing division ("Kalex") of Termbray Industries International
(Holdings) Limited at a purchase price of $325 million, subject to certain
closing date balance sheet adjustments. Viasystems is financing the acquisition
through a placement of $200 million of Viasystems common stock and additional
bank borrowings. The transaction is expected to close on August 5, 1999.
Kalex has two vertically-integrated operations in China equipped with advanced
equipment that enables the company to combine high-quality, high-volume
production with low manufacturing costs. Annual production capacity is over
fifteen million square feet for double-sided and multi-layer printed circuit
boards. Europe and the United States account for approximately seventy-five
percent of Kalex's total sales in the computer, telecommunications, automotive,
and consumer electronics industries.
JAMES N. MILLS, chairman and chief executive officer of Viasystems, said: "The
acquisition of Kalex represents a solid investment for Viasystems, fulfilling
our global expansion strategy. The two facilities of Kalex provide
manufacturing capacity to better serve our customers' requirements,
strengthening our position in the PCB market."
"Their capabilities and location add quantifiable value to our global product
offering and services," stated TIMOTHY L. CONLON, president and chief operating
officer of Viasystems. "Not only are Kalex's facilities well equipped, there is
sufficient room for manufacturing growth."
Mills & Partners, Inc., founded in 1985 by James N. Mills, has participated in
the acquisition and subsequent operation of several commercial and industrial
companies controlled by Hicks, Muse, Tate & Furst Incorporated, a leading
private investment firm. Mills & Partners currently manages various Hicks Muse
portfolio companies with total revenues of approximately $2 billion.
Since its formation in 1989, Hicks Muse has completed or currently has pending
more than 300 transactions with a total capital value in excess of $36 billion.
Headquartered in Dallas, the firm also has offices in New York, London, Buenos
Aires and Mexico City.
Headquartered in St. Louis, Missouri, Viasystems Group, Inc. is one of the
largest independent manufacturers of printed circuit boards and value added
backplane assemblies and services. The company operates manufacturing
facilities worldwide, supplying customers in a variety of markets that include
the telecommunications, computer, automotive, military, consumer electronics,
industrial, medical, and instrumentation industries.
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