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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 (DATE OF EARLIEST EVENT REPORTED) APRIL 2, 1999
AUTOMOTIVE PERFORMANCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-23705 86-0850090
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
1207 N. MILLER ROAD, TEMPE, ARIZONA. 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 449-3125
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OF ASSETS.
On April 2, 1999, Automotive Performance Group, Inc. (the "Company") acquired
80% of the current outstanding shares of common stock of Boyds Wheels, Inc. The
shares were acquired pursuant to the First Amended Plan of Reorganization, as
modified pursuant to hearings of November 12-13, 1998, with Debtors in
Possession as co-proponents (the "Plan") which was confirmed by the United
States Bankruptcy Court for the Central District of California, Santa Ana
Division (Case Nos. SA 98-11545RA and SA 98-11547RA, respectively). The Plan is
set forth in Exhibit 10.16 of the Company's 1998 Form 10-KSB, which was filed
with the Securities and Exchange Commission on April 15, 1999.
The shares of common stock acquired by the Company were issued pursuant to the
Plan in consideration for, among other things, (1) a contribution of capital
from the Company in the amount of $500,000 to be paid to City National Bank, (2)
the payment by the Company of allowed administrative claims in the approximate
amount of $1,200,000; (3) the issuance to holders of allowed unsecured claims of
200,000 shares of the Company's common stock, on a pro-rata basis; (4) the
pledge by the Company of up to $2,000,000 in cash (to capitalize Boyds Wheels,
Inc.); and (5) the pledge by the Company of up to $50,000 to pursue and litigate
certain bankruptcy related claims and other potential causes of action. The
source of the foregoing consideration was, and will be, from the Company's
existing working capital. The shares of common stock issued to the Disbursing
Agent (the "Unsecured Creditor Shares") will be disbursed to the holders of
allowed unsecured claims pro rata in consideration for such claims.
ITEM 7.: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Required financial statements will be filed within 60 days from the
date of this report.
(b) Pro forma financial information.
Required financial statements will be filed within 60 days from the
date of this report.
(c) Exhibits.
10.1 Boyds Agreement. (Incorporated by reference to the Company's 1998
Form 10-KSB Exhibit 10.16, which was filed with the Securities and Exchange
Commission on April 15, 1999).
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.
AUTOMOTIVE PERFORMANCE GROUP, INC.
Date: April 19, 1999 By:/s/ Carl Walker
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Carl Walker
Chief Financial Officer
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