<PAGE>
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): December 6, 2000
----------------
Key Components LLC
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 333-58675 14-1805946
---------------- -------------------- ---------------------------------
(State or Other (Commission File No) (IRS Employer Identification No.)
Jursidiction of
Incorporation
Key Components Finance Corp
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 333-58675 14-1805946
---------------- -------------------- ---------------------------------
(State or Other (Commission File No) (IRS Employer Identification No.)
Jursidiction of
Incorporation
200 White Plains Road 10591
---------------------------------------------------- -----------------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (914) 332-8088
--------------
N/A
--------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. Acquisition or Disposition of Assets.
------- ------------------------------------
On November 21, 2000, KCI Merger Corp. (the "Purchaser"), a
New York corporation and wholly-owned subsidiary of Key Components, LLC (the
"Parent"), completed its previously announced merger (the "Merger") with and
into Acme Electric Corporation, a New York corporation ("Acme") pursuant to the
Agreement and Plan of Merger, dated as of May 26, 2000 and amended by Amendment
No. 1, dated as of September 18, 2000, and Amendment No. 2, dated as of October
6, 2000. As a result of the Merger, Acme became a wholly-owned subsidiary of the
Parent and each share of Acme $1.00 par value common stock (the "Shares") issued
and outstanding immediately prior to the Merger was converted into the right to
receive $9.00 in cash, subject to the right of dissenting holders who comply
with applicable procedures under the New York Business Corporation Law to
exercise their appraisal rights to receive the "fair value" of their Shares. The
total cost of the Merger was approximately $46,700,000 plus the assumption of
approximately $12,000,000 in debt. The Parent obtained the funds required to
complete the Merger through cash on hand and a senior secured credit facility
provided by a Credit and Guaranty Agreement, dated as of September 29, 2000 (the
"Credit Facility").
The Credit Facility was filed as Exhibit 10.32 to the Parent's Form
10-Q, filed with the Securities and Exchange Commission (the "SEC") on November
10, 2000 (the "10-Q").
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
------- ------------------------------------------------------------------
(a) Financial Statements of Business Acquired.
Statement of operations and balance sheet data of Acme for the
year ended June 30, 2000 have been filed with the SEC as part of Acme's Annual
Report on Form 10-K for the year then ended and are incorporated herein by
reference.
The consolidated balance sheet of Acme as of June 30, 2000 and
September 30, 2000, the consolidated statement of operations of Acme for the
three months ended September 30, 2000 and the consolidated statement of cash
flows of Acme for the three months ended September 30, 2000 have been filed with
the SEC as part of Acme's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2000 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will
be filed by an amendment to this Report not later than sixty (60) days after the
date hereof.
<PAGE>
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of May 26, 2000 (incorporated
by reference to the Schedule 14A of Acme, filed October 12, 2000:
Commission File No. 001-08277).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
September 18, 2000 (incorporated by reference to the Schedule 14A of
Acme, filed October 12, 2000: Commission File No. 001-08277).
2.3 Amendment No. 2 to the Agreement and Plan of Merger, dated as of
October 6, 2000 (incorporated by reference to the Schedule 14A of
Acme, filed October 12, 2000: Commission File No. 001-08277).
2.4 Letter of Transmittal relating to surrendered Shares.
10.32 Credit and Guaranty Agreement, dated as of September 29, 2000, among
Key Components, LLC, as Borrower, certain of its subsidiaries and
equity holders, as Guarantors, certain financial institutions and
other persons, as Lenders, First Union National Bank, as
Administrative Agent for the Lenders, and Societe Generale, as
Syndication Agent for Lenders (incorporated by reference to the 10-Q
of Key Components, LLC and Key Components Finance Corp., filed
November 10, 2000: Commission File No. 333-58675).
10.33 Key Components, LLC Pledge Agreement, dated as of November 21, 2000,
made by Key Components, LLC and in favor of First Union National Bank.
10.34 Key Components, Inc. Pledge Agreement, dated as of November 21, 2000,
made by Key Components, Inc. and in favor of First Union National
Bank.
10.35 Subsidiary Pledge Agreement, dated as of November 21, 2000, made by
Atlantic Guest, Inc., KCLLC Holdings, Inc. and Acme Electric
Corporation and in favor of First Union National Bank.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10.36 Key Components, LLC Security Agreement, dated as of November 21, 2000,
made by Key Components, LLC and in favor of First Union National Bank.
10.37 Guarantor Security Agreement, dated as of November 21, 2000, made by
B.W. Elliott Manufacturing Co., LLC, Hudson Lock, LLC, ESP Lock
Products, LLC, Gits Manufacturing Company, LLC, Atlantic Guest, Inc.,
Marine Industries Company, LLC, Turner Electric, LLC, KCLLC Holdings,
Inc., VFC Acquisition Company, Inc., Guest Building, LLC, Keyhold,
Inc., Key Components, Inc., KCI Merger Corp., Acme Electric
Corporation, Acme-URDC, Inc., Acme Electric Mexico Holdings, I, Inc.
and Acme Electric Mexico Holdings, II, Inc., and in favor of First
Union National Bank.
20.1 Notice of Merger, dated November 21, 2000.
</TABLE>
<PAGE>
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/ Keith A. McGowan
------------------------------------
Keith A. McGowan
Chief Financial Officer
Date: December 6, 2000
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/ Keith A. McGowan
-----------------------------------
Keith A. McGowan
Chief Financial Officer
Date: December 6, 2000
