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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: May 12, 2000
CAMBRIDGE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-3188000
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
555 Horace Brown Drive, Madison Heights, MI 48071
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (248) 616-0500
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ITEM 5. OTHER EVENTS
(A) See the press release below, issued May 10, 2000, announcing
the agreement to sell substantially all of the assets of
Cambridge Industries, Inc. to Meridian Automotive Systems,
Inc.; and,
(B) Cambridge Industries, Inc. will no longer be filing reports
pursuant to the Securities Exchange Act of 1934 subsequent to
the filing of its Form 10-Q for the period ended March 31,
2000.
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.
CAMBRIDGE INDUSTRIES, INC.
/s/ Donald C. Campion
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Name: Donald C. Campion
Title: Chief Financial Officer & Executive
Vice President
Dated: May 12, 2000
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CONTACTS
Cambridge Industries
John Sieg
248-616-6706
Erin Millerschin
248-377-4354
Meridian Automotive Systems
Edward Corlett
616-527-8371
CAMBRIDGE INDUSTRIES, INC. REACHES AGREEMENT ON SALE TO MERIDIAN
AUTOMOTIVE SYSTEMS; TRANSACTION TO BE COMPLETED UNDER VOLUNTARY CHAPTER 11
MADISON HEIGHTS, MICH., MAY 10, 2000 -- Cambridge Industries' Board of Directors
today announced that it has entered into a definitive agreement to sell
substantially all of the company's assets and operations to Meridian Automotive
Systems, Inc. of Dearborn, Michigan. The sale is expected to close early in the
Third Quarter.
To consummate the sale, the company also announced that it has filed voluntary
petitions under Chapter 11 in the United States Bankruptcy Court for Delaware.
The company has received a commitment from its existing bank lending group for
$50 million of debtor-in-possession (DIP) financing. This action is expected to
provide adequate funding for the payment of post-petition suppliers, employee
and capital spending obligations, as well as the costs associated with the sale
and restructuring process. An interim hearing to approve the DIP financing is
scheduled this week. The sale of the company is subject to bankruptcy court
approval. A hearing date to approve the sale will be set shortly.
"We are pleased to have entered into a definitive agreement with Meridian, and
look forward to a smooth and swift conclusion to the sale process," said Richard
Crawford, founder and chairman of Cambridge Industries. "Implementing the sale
under the protection of the bankruptcy court is the best way for the company to
preserve value for all of its constituencies--creditors, employees, customers
and suppliers.
"The Chapter 11 filing, which was voluntary, will allow Cambridge to operate
without disruption and the DIP financing will enable us to satisfy our ongoing
obligations to customers and suppliers while we finalize the sale process," said
Crawford. "Importantly, we will continue to meet our capital expenditure needs,
pay all employee wage and benefit obligations in the ordinary course of
business, and keep our union agreements intact."
"We are delighted to join in this announcement and welcome the customers,
suppliers and employees of Cambridge as we combine two of the leading suppliers
to the automotive industry into one with sales approaching $1.2 billion," added
Robert Barton, chairman, president and CEO of Meridian. "Cambridge is clearly a
leader in the market for plastic composite components, and the integration of
our two companies will result in an enterprise having the resources necessary to
drive growth and profits. This acquisition supports Meridian's strategy to be a
global leader in automotive exterior systems and selected interior modules."
Terms of the transaction will be included in filings made with the
bankruptcy court today. The purchase price for Cambridge's assets includes
approximately $363.1 million in cash and the assumption by the purchaser of
certain current and accrued liabilities and other employee-related obligations,
including certain adjustments.
As a result of the Chapter 11 filing, Cambridge will cease interest
payments on its $100 million principal amount of publicly traded debentures.
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Headquartered in Madison Heights, Mich., Cambridge Industries is a Tier 1
plastic composites supplier to the automotive, light and commercial truck, and
industrial products markets. Cambridge Industries has 18 facilities in the U.S.,
Canada, and South America.
Meridian Automotive Systems is headquartered in Dearborn, Mich. and has 13
manufacturing operations in Michigan, Indiana, Kansas and Tennessee. Meridian is
a leading supplier of technologically advanced front and rear end modules,
signal lighting, console modules, instrument panels and other interior systems
to Ford, GM, DaimlerChrysler, Toyota and other major Tier One parts suppliers.
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