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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): November 14, 2000
333-60855
(Commission File Number)
AMM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-2088661
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
2200 S.W. 71st Terrace
Davie, FL 33317
(Address of Principal Executive Offices) (Zip Code)
(954)-474-4495
(Registrant's Telephone Number, Including Area Code)
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FORM 8-K
OF
AMM HOLDINGS, INC.
AMM Holdings, Inc. ("AMM Holdings"), a wholly-owned subsidiary of AMM
Holdings LLC, is a holding company that does not have any material operations or
assets other than ownership of all the capital stock of Anchor Holdings, Inc.
("Holdings"), which does not have any material operations or assets other than
ownership of all the capital stock of Moll Industries, Inc., an operating
company (the "Company").
ITEM 2 - DISPOSITION OF ASSETS.
On November 14, 2000, the Company consummated the sale of all of the
assets of its Cosmetics Division (the "Cosmetics Division"), including all of
the outstanding capital stock of Cepillos De Matamoros S.A. de C.V., to
subsidiaries of Pechiney, S.A., a company organized under the laws of France, in
accordance with the terms of a purchase agreement between the parties dated as
of October 4, 2000 (the terms of this agreement were described in a current
report on form 8-K dated October 4, 2000, which is incorporated herein by
reference). On November 17, 2000, the Company issued a press release announcing,
among other things, the consummation of the sale of the Cosmetics Division. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 5. OTHER EVENTS
RELOCATION OF HEADQUARTERS
Effective November 15, 2000, the Company closed its Knoxville, Tennessee
facility and relocated its financial services to Moll's existing industrial
custom molding facility in Lavergne, Tennessee. The Company also relocated its
executive offices to its Davie (a suburb of Ft. Lauderdale), Florida facility to
place management closer to the Company's Ft. Lauderdale Technical Center. Moll's
Technical Center supports the Company's three design centers, offers training
and Global Enterprise Molding for customers and works with major suppliers on
equipment and raw material development. On November 17, 2000, the Company issued
a press release announcing, among other things, the relocation of its financial
and executive offices. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
SETTLEMENT OF TENDER OFFER
The Company announced the completion a tender offer (the "Offer") for all
of its outstanding 11 3/4% Senior Notes due 2004 (the "Notes"). The Offer
expired at 5:00 p.m.,
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New York City time, on Tuesday, November 14, 2000 (the "Expiration Date") and
the settlement in the amount of $35,148,350, plus accrued interest occurred on
Friday, November 17, 2000.
The Company used a portion of the proceeds from the sale of its Cosmetics
Division (described in Item 2 above) to repurchase the Notes. The sale of the
Cosmetics Division was consummated on Tuesday, November 14, 2000 and at that
time $43,250,694.44 (the "Deposit") was deposited with State Street Bank and
Trust Company (the "Trustee") for repurchase of the Notes pursuant to the Offer.
Because this amount was sufficient to repurchase all the outstanding Notes
pursuant to the Offer, in accordance with the Indenture for the Notes (the
"Indenture") the Company was released from certain of the provisions of the
Indenture (including, but not limited to, covenants restricting incurrence of
debt, mergers, asset sales, dividends, transactions with affiliates and certain
event of default provisions) and the Trustee released all of the collateral
securing the Notes.
As of 5:00 p.m. on the Expiration Date, the Company had received tenders
with respect to $41,351,000 aggregate principal amount of Notes. After
settlement of the Offer, the Trustee returned the remainder of the Deposit to
the Company. The Company had previously purchased $50.0 million in aggregate
principal amount of the Notes in a tender offer and consent solicitation which
was settled on August 11, 2000. Consequently, after completion of the Offer,
$8,649,000 principal amount of Notes remains outstanding. On November 17, 2000,
the Company issued a press release announcing, among other things, the
completion of the Offer. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
This report, including the press release attached hereto, contains
statements that are not based on historical fact and are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Words or phrases denoting the anticipated results of future events,
such as "anticipate," "believe," "estimate," "expects," "may," "not considered
likely," "are expected to," "will continue," "project," and similar expressions
that denote uncertainty are intended to identify such forward-looking
statements. Additionally, from time to time, the Company or its representatives
have made or may make oral or written forward-looking statements. Such
forward-looking statements may be included in various filings made by the
Company with the Securities and Exchange Commission, or in other press releases
or oral statements made by or with the approval of an authorized executive
officer of the Company. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, such forward-looking statements: (1) as a result of risks and uncertainties
identified in the Company's publicly filed reports; (2) as a result of factors
over which the Company has no control; and/or (3) if the factors on which the
Company's conclusions are based do not conform to the Company's expectations.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
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Exhibit No. Exhibit
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99.1 Press Release of the Company, dated November 17, 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.
AMM HOLDINGS, INC.
Date: November 22, 2000 By: /s/ William W. Teeple
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William W. Teeple
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit
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99.1 Press Release of the Company, dated November 17, 2000.
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