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): March 29, 1999
KEY PLASTICS L.L.C.
(Exact name of Registrant as specified in its charter)
Michigan 333-26729 35-1997449
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
21333 Haggerty Road Suite 200
Novi, Michigan 48375
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 449-6100
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 29, 1999, (the "Closing Date") pursuant to a Share Purchase
Agreement, dated as of that date (the "Purchase Agreement"), between Key-
Foggini Europe Sarl ("Key Foggini"), a wholly owned, indirect subsidiary of
Key Plastics, L.L.C. (the "Registrant"), and Massimo Foggini, Giovanni
Foggini, Paolo Foggini and Maria Alba Foggini (collectively, referred to as
the "Sellers"), Key-Foggini acquired 100% of the shares of Foggini Groupe
SA, Foggini SA, Foggini Progetti Srl, Foggini & C Srl and Radicar Srl and
their subsidiaries: Foggini Deutschland GmbH; Foggini Iberica SL; Foggini
France Company SA; Coril SA; and Elmeg Srl (collectively, referred to as the
"Foggini Group.") With respect to the purchase of the shares, Key-Foggini
paid to the Sellers FF 219,095,000, assumed certain debt and transferred
to the Sellers shares representing 35% of Key Foggini. The acquisition
was valued at approximately $US 113,000,000, including assumed debt.
Pursuant to the Purchase Agreement, Key-Foggini entered into a Unilateral
Promise to Sell Shares, dated as of March 29, 1999 (the "Option Agreement"),
between the Registrant and the Sellers by which Key-Foggini acquired an
option to purchase the Sellers' 35% share of Key-Foggini for FF 214,155,000
plus an adjustment for any increase of the consolidated net asset value of
the Foggini Group between February 15, 2002 and the date of exercise of the
Option, in the event the Option is exercised after March 16, 2004. During
its term, the Option provides for annual payments of FF 12,849,300 on
March 16 of 2000 and 2001, increasing to FF 21,415,500 in 2002, 2003, 2004,
2005 and 2006.
The consideration provided for in the Purchase Agreement and the
Option Agreement for the Foggini Group was determined by the Registrant
after review of the Foggini Group's operations and negotiations between
representatives of the Registrant and the Sellers. The cash portion of the
acquisition was financed with debt provided through a refinancing of the
Registrant's senior credit facility with NBD Bank, as agent, on March 26,
1999. The refinanced senior credit facility includes two amortizing term
loans totaling $US 180,000,000 and a revolving line of credit of $US
120,000,000.
The Foggini Group is a leader in the design, manufacture, and
assembly of plastic injection molded components for most major European
automotive original equipment manufacturers and Tier 1 suppliers throughout
Europe, including Alfa Romeo, Citroen, Fiat, Renault, Skoda and Volkswagen.
The Foggini Group has a product offering of interior and exterior trim
components, such as air louvers, decorative bezels, genuine wood trim, cup
holders, door and center console trim that complement the Registrant's
existing business.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Foggini Group.
Financial Statements will be filed by amendment pursuant to Item
7(a)(4) on or prior to June 12, 1999.
(b) Pro Forma Financial Information.
Pro Forma Financial Information will be filed by amendment pursuant
to Item 7(b)(2) on or prior to June 12, 1999.
(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.
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.
KEY PLASTICS L.L.C.
/S/ JOSEPH A. WHITE
Joseph A. White
Vice President and Chief
Financial Officer
Dated: April 13, 1999
<PAGE>
EXHIBIT INDEX
Ex. No. Description
2.1 Share Purchase Agreement, dated as of March 29,
1999 (the "Purchase Agreement"), between Key-
Foggini Europe Sarl, a wholly owned, indirect
subsidiary of Key Plastics L.L.C. (the
"Registrant") and Massimo Foggini, Giovanni
Foggini, Paolo Foggini and Maria Alba Foggini
(collectively, referred to as the "Sellers"). The
Purchase Agreement does not include certain
documents described in the Purchase Agreement. The
Registrant will furnish a copy of the omitted
material to the Commission upon request.
Previously filed as Exhibit 2.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, and incorporated herein by
reference.
99.1 Press Release issued March 31, 1999
KEY PLASTICS COMPLETES ACQUISITION OF FOGGINI GROUP
Novi, Michigan, March 31, 1999. Key Plastics L.L.C. ("Key") announced today
that it has completed the acquisition of the Foggini group of companies (the
"Foggini Group"), headquartered in Turin, Italy. Key made the acquisition
through its European holding company, Foggini-Key Europe.
The aggregate purchase price for the Foggini Group was paid in cash and
equity interests in Key's European holding company. Key funded the cash
portion of the acquisition through borrowings under its amended and restated
senior credit agreement.
The Foggini Group is a leader in the design, manufacture, and assembly of
plastic injection molded components for most major European automotive
original equipment manufacturers and Tier I suppliers throughout Europe,
including Alfa Romeo, Citroen, Fiat, Renault, Skoda and Volkswagen. The
Foggini Group has a product offering of interior and exterior trim
components, such as air louvers, decorative bezels, genuine wood trim, cup
holders, door and center console trim that complement Key's existing
business.
The acquisition of the Foggini Group adds nine manufacturing facilities to
Key's operation spread throughout Italy, France, Switzerland, and the Czech
Republic. These facilities, along with Key's existing European facilities in
Portugal, France and the United Kingdom will become part of the Foggini-Key
European Group. "The Foggini name is known throughout Europe for being the
finest in design, quality, and manufacturing," said Christian Coumans,
President, Foggini-Key European Group, "We look forward to Foggini
complementing our current manufacturing capabilities, as well as adding to
our product offering."
For 1998, Foggini expects to report sales of approximately $130 million U.S.
dollars. Pro-Forma 1999 Foggini-Key European Group sales will be
approximately $250 million with approximately 2000 employees. Key's global
presence now includes 38 facilities in 9 countries worldwide, including 33
manufacturing plants, 6 technical centers, 5 sales offices, tool making
capabilities in 3 countries, and complete ISO9001 certified laboratories in
the U.S. and Europe. All Foggini entities are ISO9001 certified.
"We believe that the addition of The Foggini Group to the Key family puts
Key Plastics in the unique position of being the only supplier to have full
capabilities for design and manufacture of every value-added plastic trim
component used in all major interior trim systems," said Len Griffin, Key
Plastics' President and Chief Operating Officer. Process capabilities of
Foggini include injection molding, blow molding, painting, assembly,
decorating, foaming, and genuine wood trim. In addition, the Foggini Group
brings to Key Plastics an exclusive license for a unique "dip print" system
for decorating parts.
Key Plastics designs and manufactures highly engineered precision plastic
components and subsystems including Interior Trim such as driver
information, audio and HVAC components, Under Hood components including
pressurized bottles and mass air flow housings, and Exterior Ornamentation
including door handles and fuel filler doors. Its World Headquarters and
Technical Center is in Novi, Michigan. Key's Novi Headquarters and Plymouth,
Michigan Test and Validation Laboratory are ISO9001 certified. All of its
manufacturing facilities are QS9000 certified.
"GROWTH THROUGH EXCELLENCE"
