<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 AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 4, 1999
----------------------
AUTOMOTIVE PERFORMANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23705 86-0850090
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
7341 ANACONDA AVENUE, GARDEN GROVE, CA 91801
(Address of Principal Executive Offices) (Zip Code)
----------------------
(714) 373-2837
----------------------
(Registrant's telephone number, including area code)
1207 N. MILLER ROAD, TEMPE, ARIZONA 85281
----------------------
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 4, 1999, Automotive Performance Group, Inc., a Delaware
corporation (the "Company"), announced it purchased a 22% equity ownership
position (the "Purchase") in PBT Brands, Inc., a Delaware corporation ("PBT"),
pursuant to the terms of that certain APG Subscription Agreement, dated as of
July 30, 1999 (the "Agreement"), by and among the Company and PBT. In addition,
the Company has purchased $3.25 million in junior redeemable preferred stock of
PBT and will have the option to invest up to 22% of the equity in subsequent
opportunities for PBT. A copy of the press release, dated August 4, 1999,
relating to the Purchase is filed hereto as Exhibit 99.1 and is incorporated
herein by reference.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.*
(b) Pro forma financial information.
The pro forma financial information relating to the Company's purchase of
shares of PBT Brands, Inc.*
(c) Exhibits
2.1 APG Subscription Agreement, dated as of July 30, 1999, by and among
Automotive Performance Group, Inc., a Delaware corporation, and PBT, Brands,
Inc.*
99.1 Text of Press Release, dated August 4, 1999, of Automotive
Performance Group, Inc.
________________________
* Filed by amendment
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Automotive Performance Group, Inc.
Date: August 16, 1999 By: /s/ George Barraza
_________________________
Name: George Barraza
Title: Chief Financial Officer
<PAGE> 1
AUTOMOTIVE PERFORMANCE GROUP ACQUIRES 22% OWNERSHIP OF PBT BRANDS, INC.
NEW YORK-(BUSINESS WIRE)-August 4, 1999-
Former Loctite Automotive Aftermarket Business Has Annual Revenues of
$107 Million
Automotive Performance Group (OTCBB:RACG) today announced it has purchased a 22%
equity ownership position in PBT Brands, Inc. (PBT), a new company which was
formed to acquire the Automotive Aftermarket Business of Loctite Corporation
(Permatex). Permatex manufactures, distributes and markets premium functional
chemical products to the automotive maintenance and repair markets under the
Permatex, Right Stuff and Fast Orange brand names. Permatex had 1998 revenues of
$107.0 million. In addition, APG has purchased $3.25 million in junior
redeemable preferred stock of PBT and will have the option to invest up to 22%
of the equity in subsequent opportunities for PBT.
The Jordan Company LLC, a New York-based investment firm, and its affiliates
will own 75% of the equity in the new company, and PBT's senior management has
acquired a 3% equity position in the new enterprise. Terms of the transaction
were not disclosed.
PBT has also entered in to a Purchase Agreement to acquire 100% of the stock of
Advanced Chemistry and Technology, Inc. (AC Tech). AC Tech develops and
manufactures sealants for the aerospace and aircraft industry. AC Tech had 1998
revenues of $4.4 million. Terms of the transaction were not disclosed.
Dean M. Willard, APG's board chairman and chief executive officer, has been
named to the same positions with PBT. "We are very pleased to have completed
this transaction. The Company has now achieved a major presence in the
$3-billion North American market for automotive aftermarket chemicals. Permatex
is an excellent trademark in the marketplace and its management team is highly
respected as well," Mr. Willard said. "This acquisition is a major stride in our
restructuring program of APG," Mr. Willard added.
Except for historical matters contained herein, the matters discussed in this
press release are forward-looking statements and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect assumptions and involve risks and
uncertainties which may affect Automotive Performance Group, Inc.'s business and
prospects and cause actual results to differ materially from these
forward-looking statements.
