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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): May 23, 2000
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KEY COMPONENTS, LLC
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(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 333-58675 04-3425424
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation)
</TABLE>
200 White Plains Road, 4th Floor, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-8088
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KEY COMPONENTS FINANCE CORP.
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(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 333-58675 14-1805946
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation)
</TABLE>
200 White Plains Road, 4th Floor, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-8088
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. Other Events.
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On May 23, 2000, the transactions contemplated by the
Recapitalization Agreement ("Recapitalization Agreement") dated as of May 8,
2000 by and among Kelso Investment Associates VI, L.P., a Delaware limited
partnership ("KIA"), KEP VI, LLC, a Delaware limited liability company ("KEP"
and together with KIA, the "Buyers"), Key Components, Inc. ("KCI"), a New York
corporation and the parent of Key Components, LLC ("KCLLC"), certain
shareholders and optionholders of KCI and SG Partners II LLC, a Delaware limited
liability company("SG") were consummated. Pursuant to the Recapitalization
Agreement: (1) KCI recapitalized with common stock ("Common Stock") and
preferred stock ("Preferred Stock"); (2) the KCI shareholders exchanged a
portion of their Common Stock, and certain optionholders exercised options and
exchanged the Common Stock obtained thereby, for Preferred Stock and immediately
sold such Preferred Stock to the Buyers for $114.82 per share (subject to
adjustment); (3) SG, which owned all of the stock of Keyhold, Inc. ("Keyhold"),
which owns approximately 11.02% of the shares of KCLLC, exchanged all of the
stock of Keyhold for Preferred Stock and immediately sold such Preferred Stock
to the Buyers for $114.82 per share (subject to adjustment); and (4) all the
holders of KCI stock appreciation rights ("SARs") elected to exercise their SARs
and purchased Common Stock with either 50% or 75% (at their election) of the
after-tax proceeds of such exercise. The Buyers, KCI, certain KCI shareholders
and certain optionholders also executed a Shareholders Agreement ("Shareholders
Agreement") and a Registration Rights Agreement ("Registration Rights
Agreement"), both dated as of May 23, 2000, in connection with the above
transaction.
As a result of the transactions described above, the Buyers
and certain assignees of the Buyers' rights under the Recapitalization Agreement
own all of the Preferred Stock, which does not vote for the election of
directors and constitutes approximately 67.2% of the total equity of KCI on an
as converted and fully diluted basis. Other KCI shareholders and key employees
own all of the Common Stock. The Buyers purchased the total amount of Preferred
Stock for approximately $110,000,000 in the aggregate, of which the Buyers
purchased approximately $4,500,000 from KCI and the balance from shareholders
and optionholders. Estimated expenses for the transaction are approximately
$9,000,000.
The Recapitalization Agreement was filed as Exhibit 10.31 to
KCLLC's Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 15, 2000.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Financial statements are not required to be filed by this
item.
(b) Pro Forma Financial Information.
Pro forma financial information is not required to be filed by
this item.
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(c) Exhibits.
Exhibit No. Description
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2.1 Recapitalization Agreement (incorporated by
reference to Exhibit 10.31 of the Quarterly
Report filed on Form 10-Q: Commission File
No.333-58675).
99.1 Press Release Issued May 8, 2000.
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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.
KEY COMPONENTS, LLC
By: /s/ Alan L. Rivera
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Alan L. Rivera
Vice President
Date: June 7, 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 hereunto duly authorized.
KEY COMPONENTS FINANCE CORP.
By: /s/ Alan L. Rivera
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Alan L. Rivera
Vice President
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