<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 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> 2
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 Foggini-Key
Europe, S.a.r.l. ("Foggini-Key"), 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"),
Foggini-Key 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, Foggini-Key paid to the Sellers FF
219,095,000, assumed certain debt and transferred to the Sellers shares
representing 35% of Foggini-Key. The acquisition was valued at approximately $US
113,000,000, including assumed debt. Pursuant to the Purchase Agreement,
Foggini-Key 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 Foggini-Key acquired an option to purchase the Sellers' 35% share of
Foggini-Key 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
The following financial statements are filed as part of this report on
Form 8-KA.
(a) Unaudited Pro Forma Consolidated Statements of Operations
(b) Audited Financial Statements of Foggini Group.
(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.
<PAGE> 3
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited pro forma consolidated statements of operations of Key
Plastics L.L.C. (the "Company") for the year ended December 31, 1998 and three
months ended March 31, 1999 give effect of the March 29, 1999 Foggini Group
acquisition as if it occurred on January 1, 1998. The unaudited pro forma
consolidated statements of operations do not purport to represent what the
Company's financial position would actually have been had the transactions
occurred on the date indicated above or to project the Company's results for any
future period. The unaudited pro forma statements should be read in conjunction
with the accompanying notes, the historical financial statements of the Foggini
Group, including the notes thereto, included elsewhere herein and the historical
financial statements of the Company including the notes thereto, included in the
Company's Quarterly Report on Form 10Q for the three months ended March 31, 1999
and the Annual Report on Form 10K for the year ended December 31, 1998.
<PAGE> 4
KEY PLASTICS L.L.C. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR END DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PROFORMA CONSOLIDATED
KEY PLASTICS L.L.C. FOGGINI GROUP ADJUSTMENTS PROFORMA
<S> <C> <C> <C> <C>
Net Sales $ 371,533 $ 123,178 $ - $ 494,711
Cost of Sales 303,886 104,258 (921) (a) 407,223
Selling, general & administrative
expenses 35,613 16,395 (1,892) (a) 50,116
----------- ------------ ---------- -----------
32,034 2,525 2,813 37,372
Amortization of Goodwill 2,596 - 2,635 (b) 5,231
Interest expense and amortization of (3,729) (c)
debt issuance costs 29,148 3,726 4,848 (c) 33,993
Other non-operating expense 747 21 2,286 (d) 3,054
----------- ------------ ---------- -----------
Net loss before foreign
income taxes, minority interest (457) (1,222) (3,227) (4,905)
Foreign income tax expense (credit) 1,618 (825) (237) (e) 556
Minority interest 575 82 - 657
----------- ------------ ---------- -----------
Income (loss) before
extraordinary item $ (2,650) $ (479) $ (2,990) $ (6,118)
=========== ============ ========== ===========
Supplemental disclosure information --
Depreciation expense $ 22,265 $ 10,674 $ 32,939
</TABLE>
<PAGE> 5
KEY PLASTICS L.L.C. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PROFORMA CONSOLIDATED
KEY PLASTICS L.L.C. FOGGINI GROUP ADJUSTMENTS PROFORMA
<S> <C> <C> <C> <C>
Net Sales $ 112,594 $ 32,708 $ - $ 145,302
Cost of Sales 91,991 27,801 (321) (a) 115,471
Selling, general & administrative
expenses 11,088 4,327 (368) (a) 15,047
---------- ---------- ---------- ---------
9,515 580 689 (10,784)
Amortization of Goodwill 818 - 659 (b) 1,477
Interest expense and amortization of
debt issuance costs 7,506 1,260 280 (c) 9,046
Other non-operating (income)/ expense (198) - 572 (d) 374
---------- ---------- --------- ----------
Net income (loss) before foreign
income taxes, minority interest 1,389 (680) (822) (113)
Foreign income tax expense (credit) 246 (420) (65) (e) (239)
Minority interest - 26 - 26
---------- ---------- --------- ----------
Net income (loss) $ 1,143 $ (286) $ (757) $ (100)
========== ========== ========= ==========
Supplemental disclosure information --
Depreciation expense $ 6,871 $ 2,845 $ 9,716
</TABLE>
<PAGE> 6
Key Plastics L.L.C.
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December 31, 1998 and Three-month Period Ended March 31, 1999
(Dollars in thousands)
(a) To adjust Foggini Group's historical results of operations to
eliminate Sellers' salaries, other related administration expenses and
for contractually agreed cost reductions. The Sellers were not employed
subsequent to the purchase date.
(b) To establish goodwill amortization related to the acquisition of the
Foggini Group by the Company, assuming a 20-year amortization period.
(c) To eliminate interest expense related to Foggini Group debt and
replace with interest expense based on total debt incurred by the
Company for the Foggini Group acquisition as if it took place on
January 1, 1998.
(d) To reflect the annual option payment of FF 12,849,300 due from the
Company to the Sellers under the Option Agreement.
(e) To adjust for the tax effect of (a), (c) and (d) assuming an
effective tax rate of 40%.
<PAGE> 7
FOGGINI GROUP
INDEX TO COMBINED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants.......................................................... 2
Combined Balance Sheet - 31 December 1998.................................................. 3
Combined Statement of Operations -
Year Ended 31 December 1998............................................................... 4
Combined Statement of Shareholders' Equity -
Year Ended 31 December 1998............................................................... 5
Combined Statement of Cash Flows -
Year Ended 31 December 1998............................................................... 6
Notes to Combined Financial Statements......................................................7-12
</TABLE>
<PAGE> 8
REPORT OF INDEPENDENT ACCOUNTANTS
To the shareholders of
FOGGINI GROUP
We have audited the accompanying combined balance sheet of FOGGINI GROUP, a
combined group of European companies and their subsidiaries as of 31 December
1998 and the related combined statements of operations, of changes in
shareholders' equity and of cash flows for the year then ended, all expressed in
US Dollars. These combined financial statements are the responsibility of the
Group's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of FOGGINI GROUP as of
31 December 1998, and the results of operations and their cash flows for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Price Waterhouse SpA
Jagdish Kothari
(Partner)
Milan 11 June 1999
<PAGE> 9
FOGGINI GROUP
COMBINED BALANCE SHEET
31 DECEMBER 1998
(THOUSANDS OF USD)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 2,358
Accounts receivable, net 49,946
Inventory, net 21,697
Prepaid expenses 2,529
Deferred taxes 3,138
Other current assets 3,024
---------
Total current assets 82,692
Property, plant and equipment, net 34,195
Tooling assets, net 10,611
Deferred taxes 2,379
---------
Total assets $129,877
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $ 15,072
Current maturities of long-term debt 5,051
Accounts payable 34,543
Factoring liability 12,167
Other current liabilities 10,624
Deferred taxes 190
---------
Total current liabilities 77,647
Capital lease obligations 4,404
Long-term debt 10,953
Leaving indemnity 4,304
Deferred taxes 999
---------
Total liabilities 98,307
Minority interest 615
SHAREHOLDERS' EQUITY
Share capital 7,946
Accumulated earnings 23,049
Accumulated other comprehensive loss (40)
---------
Total shareholders' equity 30,955
---------
Total liabilities and shareholders' equity $129,877
=========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE> 10
FOGGINI GROUP
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED 31 DECEMBER 1998
(THOUSANDS OF USD)
<TABLE>
<S> <C>
Net sales $ 123,178
Cost of sales 104,258
Selling, general and administrative expenses 16,395
---------
2,525
Interest expense 3,726
Other expenses, net 21
---------
Loss before income taxes and minority interest (1,222)
Income tax credit (825)
Minority interest 82
---------
Net loss $ (479)
=========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE> 11
FOGGINI GROUP
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 1998
(THOUSANDS OF USD)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $ (479)
---------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Minority interest 82
Depreciation 10,674
Deferred income taxes (2,689)
Decrease/(increase) in assets:
Accounts receivable 7,215
Inventory (6,909)
Prepaid expenses (1,395)
Increase/(decrease) in liabilities:
Accounts payable (4,423)
Other liabilities 3,169
---------
Total adjustments 5,724
---------
Net cash provided by operating activities 5,245
---------
Cash flows from investing activities:
Acquisitions of property, plant and equipment, net (7,623)
Tooling assets (2,095)
---------
Net cash used in investing activities (9,718)
---------
Cash flows from financing activities:
Repayments of long-term debt (5,435)
Proceeds from short-and long-term debt 5,835
Payments of capital lease obligations (1,670)
Contributions from shareholders 1,367
Proceeds from factoring activities 5,361
---------
Net cash provided by financing activities 5,458
---------
Net increase in cash 985
Cash, beginning of year 1,373
---------
Cash, end of year $ 2,358
---------
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE> 12
FOGGINI GROUP
COMBINED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED 31 DECEMBER 1998
(THOUSANDS OF USD)
<TABLE>
<CAPTION>
Accumulated other
Accumulated comprehensive
Share capital earnings loss Total
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Balance 31 December 1997 $ 6,579 $ 23,528 $ - $30,107
Shareholders' contribution 1,367 1,367
Net loss (479) (479)
Currency translation (40) (40)
------- -------
Other comprehensive loss (40) (519)
------- -------- ------- -------
Balance 31 December 1998 $ 7,946 $ 23,049 $ (40) $30,955
======= ======== ======= =======
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE> 13
FOGGINI GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF COMBINATION
The combined financial statements represent the combined financial position and
results of operations as of 31 December 1998 of a group of companies with common
ownership and their ownership in several companies referred to as Foggini Group
("Group"). The Group's combined financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and include the accounts of Foggini SA, Foggini Groupe SA, Foggini
France SA, Radicar S.R.L, Foggini & C S.R.L, Foggini Progetti S.R.L, Foggini
Iberica S.L., Foggini Deutschland GMBH, Coril SA, and their 51 percent ownership
in Foggini BTV Bohemia S.R.D and 51 percent ownership in Elmeg Srl. All
significant intercompany accounts and transactions have been eliminated.
This is the first year that these financial statements have been prepared on a
combined basis and translated into US dollars.
FOREIGN CURRENCY TRANSLATION
The companies of the Group operate in economic environments of several foreign
currencies, primarily the French Franc and the Italian Lire, and such local
foreign currencies represent the functional currencies of the respective group
companies. Although, the U.S. dollar is not the functional currency of the Group
or of any of its companies, the Group has elected, however, to use the U.S.
dollar as the reporting currency for these combined financial statements.
Accordingly, the financial statements of all companies of the Group were
prepared in their respective local currencies and were translated into U.S.
dollars based on the exchange rate at the end of the year for the balance sheet
and the average rate for the year for the statement of operations. Related
translation adjustments are reported as a separate component of shareholders'
equity.
FACTORING OF RECEIVABLES
Costs relating to the factoring of receivables are charged to the statement of
operations on an accrual basis.
INVENTORY
Inventory is stated at the lower of cost or market with cost determined using
the FIFO (first-in, first-out) method.
TOOLING AND ENGINEERING COSTS
Costs of tooling purchased or produced and engineering and design related to
tools or production parts for future product programs are included in
work-in-process inventory. Income from contracts for the manufacture of
customer tooling, and related engineering and design is accounted for under the
percentage of completion method of accounting.
Costs for tools, and tooling related engineering and design in excess of
customer reimbursement are capitalized and depreciated over the related part's
production period. Generally, such tooling is owned by the customer and used by
the Group for the production of parts for the respective customer. Such
capitalized costs, net of depreciation, are included in Tooling Assets.
<PAGE> 14
Engineering and design costs related to parts development, in excess of customer
reimbursement, are capitalized and depreciated over the related part's
production period. Such capitalized costs, net of depreciation are included in
tooling assets.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is determined
using the straight-line method over the estimated useful lives of the assets.
The general ranges of lives are as follows:
Building and improvements 25 to 30 years
Machinery and equipment 3 to 15 years
Furniture and fixtures 3 to 10 years
Maintenance and repairs are expensed; renewals and betterments are capitalized.
Upon retirement, replacement, or sale, gains or losses are included in income.
REVENUE RECOGNITION
Sales are recognized on manufactured parts when the parts are shipped to the
customer. Returns and allowances (which are not significant) are recorded as a
reduction of sales in the period they occur.
INCOME TAXES
Income taxes currently payable are provided for on the basis of reasonable
estimates of the liability for the year, net of prepayments, in accordance with
the existing legislation of the countries in which the Group operates.
Deferred taxes are provided under the full liability method whereby deferred tax
assets and deferred tax liabilities are recognized for the expected tax
consequences of temporary differences between the combined assets and
liabilities and the corresponding amounts for purposes of taxation shown in the
statutory financial statements of the combined companies using enacted statutory
tax rates expected to apply to future periods.
Deferred tax assets are also recognized for operating loss carryforwards and
are reduced by a valuation allowance when it is "more likely than not" that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are offset if they refer to the same
jurisdiction. The balance from the offsetting amounts is recorded in the balance
sheet in Deferred tax assets or Deferred tax liabilities.
MAJOR CUSTOMERS
A large portion of the Group's net sales and accounts receivable are with two
European automobile manufacturers and their suppliers. Net sales to one of these
customers accounted for approximately 32 percent of total net sales in 1998. Net
sales to a second one of these customers accounted for approximately 28 percent
of total 1998 net sales.
ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets
<PAGE> 15
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could differ from
those estimates.
2 ACCOUNTS RECEIVABLE
The Group periodically factors accounts receivable. The factored receivables are
included on the balance sheet in accounts receivable. Any amounts received in
advance from the factoring company are shown on the balance sheet as factoring
liability.
3 INVENTORY
The components of inventory consist of the following:
<TABLE>
<CAPTION>
Thousands of USD
----------------
31 December 1998
----------------
<S> <C>
Raw materials $ 3,402
Work in process 3,841
Finished goods 2,657
Customer tooling in process 11,797
--------
Total $ 21,697
========
</TABLE>
4 OTHER CURRENT ASSETS
The total amount of other current assets consists of a 29 percent ownership in
Edl Samro. The Group accounts for this investment at the lower of cost or fair
value, as ownership is deemed to be temporary.
<PAGE> 16
5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
Thousands of USD
----------------
31 December
----------------
1998
----
<S> <C>
Land $ 256
Buildings and improvements 21,112
Machinery and equipment 43,390
Furniture and fixtures 9,351
Construction-in-progress 237
--------
Total 74,346
Less accumulated depreciation (40,151)
--------
Total $ 34,195
========
</TABLE>
6 INCOME TAXES
The provision (credit) for income taxes consisted of:
<TABLE>
<CAPTION>
Thousands of USD
----------------
31 December
----------------
1998
----
<S> <C>
Current tax provision $ 1,864
Deferred tax credit (2,689)
---------
Credit for income taxes $ (825)
=========
</TABLE>
The following table summarizes the significant differences between the combined
income tax benefit at the respective statutory tax rates and the Group's
combined effective income tax benefit.
<TABLE>
<CAPTION>
Thousands of
------------
USD
------------
<S> <C>
Tax at statutory tax rates $ (664)
Permanent differences 945
Other (primarily the benefit of tax losses) (1,106)
-------
(825)
=======
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Group's deferred tax assets and liabilities as of 31 December 1998 are
as follows:
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
Deferred tax assets:
Inventory provisions $ 916
Fixed assets write-downs 314
Investments 729
Provisions for loss making contracts 319
Tax loss carryforwards 6,264
Other 567
-------
Total deferred tax assets 9,109
Valuation allowance (3,592)
-------
Net deferred tax assets $ 5,517
Deferred tax liabilities:
Capital leases $ 646
Depreciation 367
Other 176
-------
Total deferred tax liabilities 1,189
-------
Net deferred tax assets $ 4,328
=======
</TABLE>
The Group has net operating loss carryforwards of approximately $17.2 million
expiring in years 1999 through 2004. These carryforwards are available to offset
future taxable income in the respective countries of origin.
The Group establishes valuation allowances in accordance with the provisions of
FASB Statement No. 109, "Accounting for Income Taxes". The Group has reviewed
the adequacy of the valuation allowance and is recognizing these benefits only
as reassessment indicates that is more than likely than not the benefits will be
realized.
The total amount of future taxable income to be earned by the Group to realize
the asset is approximately $7.4 million. The Group expects to generate this
income principally through cost savings, new management initiatives and a
significant sales increase as a result of the acquisition by Foggini-Key Europe,
S.a.r.l.
The remaining valuation allowance is necessary due to the uncertainty of future
income estimates.
<PAGE> 18
7 LONG-TERM DEBT
Term loans, with banks, due between 1999 and 2008 are:
<TABLE>
<CAPTION>
Thousands of USD
----------------
<S> <C>
Payable in French Francs (interest at PIBOR (3.0%) plus 0.65%) $ 3,440 (a)
Payable in French Francs (interest at 8.9% to 10.5%) 995 (a)
Payable in Swiss Francs (interest at 5.5%) 2,585 (a)
Payable in French Francs (interest at PIBOR (3.0%) plus 0.3% to 0.8%) 7,924 (b)
Payable in Italian Lire (interest at 7.5% to 12.25%) 1,060 (b)
--------
16,004
Less: current maturities (5,051)
--------
Total long-term debt $ 10,953
========
</TABLE>
(a) These loans are secured by way of a mortgage on land and buildings of
Foggini Groupe SA, with net book value of approximately $6.1 million, and land
and building of Foggini SA, with a net book value of approximately $2.8 million.
(b) These loans are secured by way of personal guarantees of the shareholders of
the Group.
Principal re-payments of long-term debt for each of the next five years are as
follows:
<TABLE>
Thousands of USD
----------------
<S> <C>
Current maturities $5,051
2000 4,531
2001 1,073
2002 2,535
2003 and thereafter 2,814
</TABLE>
<PAGE> 19
8 LEASES
The Group has entered into capital leases for facilities and production
equipment. The gross amount of assets included in property, plant and equipment
under capital leases as of 31 December 1998 is approximately $9 million.
Present value of net minimum lease payments under capital leases is
approximately $4 million as of 31 December 1998.
Minimum future lease obligations on capital leases in effect at 31 December 1998
are as follows:
<TABLE>
<CAPTION>
Thousands of USD
----------------
<S> <C>
1999 $1,950
2000 1,688
2001 1,090
2002 609
2003 166
Thereafter 24
</TABLE>
9 EMPLOYEE BENEFITS AND COMPENSATION COMMITMENTS
The reserve for leaving indemnity comprises the liability for severance
indemnities for Italian and French companies accrued at year-end for each
employee and determined in accordance with the respective local labor
legislation. In particular, the Italian companies' liability, which is
approximately 90% of the balance, includes a portion of the employee's annual
salary and is indexed for inflation in accordance with Italian rules and is
payable to employees upon leaving the company for virtually any reason. The
liability is predominately long-term in nature.
10 LITIGATION AND CLAIMS
The Company is subject to various legal and regulatory proceedings and claims
which arise in the ordinary course of business. In the opinion of management,
the amount of any liability which may result with respect to these actions will
not materially affect the financial position of the Company.
11 SUBSEQUENT EVENT
Effective 29 March 1999 the Group was acquired by Foggini-Key Europe, S.a.r.l, a
subsidiary of Key Plastics L.L.C, an international plastic manufacturer with
Head Offices in Detroit, Michigan. The purchase price consisted of cash, assumed
debt and a 35% equity interest in Foggini-Key Europe, S.a.r.l.
<PAGE> 20
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: June 14, 1999
<PAGE> 21
EXHIBIT INDEX
Ex. No. Description
2.1 Share Purchase Agreement, dated as of March 29,
1999 (the "Purchase Agreement"), between Foggini-Key
Europe, S.a.r.l, 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.
