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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): October 4, 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)
Tyson Place, Suite 200, 2607 Kingston Pike
Knoxville, TN 37919-4048
(Address of Principal Executive Offices) (Zip Code)
(865) 329-5300
(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.
GENERAL DESCRIPTION
The Company announced that it has agreed to sell 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. ("Cepillos"), a
corporation organized under the laws of Mexico and a wholly-owned subsidiary of
the Company and Holdings, 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 "Purchase Agreement"). The
Cepillos shares will be acquired by Compagnie Generale de Participation
Industrielle et Financiere, a company organized under the laws of France, and
its designee and the remainder of the Cosmetics Division will be acquired by
Henlopen Manufacturing Co., Inc., a New York corporation. The total purchase
price for the sale is $67 million, subject to adjustment as described below. The
parties expect to consummate the sale on or about October 30, 2000. On October
6, 2000, the Company issued a press release regarding 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.
DESCRIPTION OF THE ASSETS SOLD
Pursuant to the terms of the Purchase Agreement, Henlopen
Manufacturing Co., Inc. will acquire all of the assets that are used or held for
use primarily in the operation of the Cosmetics Division including:
- accounts receivable;
- tangible assets, including machinery and equipment, computer
hardware, parts, leasehold improvements, and other
improvements;
- inventory, including raw materials, work in progress, finished
goods and packaging;
- agreements, commitments and other legally binding
arrangements;
- permits;
- purchase orders and sales contracts;
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- customer lists; and
- intellectual property.
DESCRIPTION OF THE CEPILLOS SHARES
The Company is the owner of 999 series "A" shares of Cepillos and
1,187,459 series "B" shares of Cepillos. Holdings is the owner of one series "A"
share of Cepillos. Compagnie Generale de Participation Industrielle et
Financiere and its designee will acquire all of the outstanding shares of
Cepillos from the Company and Holdings. In determining the purchase price, the
Cepillos shares were valued at $7 million.
CONSIDERATION
The aggregate purchase price to be paid by the buyers is $67 million,
subject to adjustment as described below. The buyers will pay $65.5 million to
the Company at the closing of the acquisition. The buyers will deposit the
remaining $1.5 million of the purchase price into a purchase price escrow
account and the buyers will place an additional $1.5 million into an additional
escrow account. The escrowed funds will be available to fund the net working
capital adjustment described below.
The Cosmetics Division will be delivered free of any indebtedness,
other than accounts payable and accrued liabilities in the ordinary course, and
without any cash. The buyers have also agreed to assume tax liabilities and all
liabilities of the Company relating to the Cosmetics Division accruing with
respect to periods commencing as of close of business on the closing date.
PURCHASE PRICE ADJUSTMENT
Within 45 days of the closing, the parties will determine the net
working capital of the Cosmetics Division (the difference between the current
assets of the Cosmetics Division and the current liabilities of the Cosmetics
Division) as of the closing date. In the event that the net working capital as
finally determined is less than $5.4 million, the buyers will receive (1) from
the purchase price escrow account, the difference between $5.4 million and such
net working capital (any remaining funds will go to the Company) and (2) all of
the funds in the additional escrow account. If the funds of the purchase price
escrow account are insufficient, the Company will pay the amount of such
shortfall to the buyers plus accrued interest.
In the event that the net working capital as finally determined is
greater than $6.6 million, the Company will receive (1) from the additional
escrow account, the excess of such net working capital above $6.6 million (any
remaining funds will go to the buyers) and (2) all of the funds in the purchase
price escrow account. If the funds of the additional escrow account are
insufficient, the buyers will pay the amount of such shortfall to the Company
plus accrued interest.
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In the event that the net working capital as determined at that time
is greater than or equal to $5.4 million and less than or equal to $6.6 million
the buyer shall receive the funds of the additional escrow account and the
Company shall receive the funds in the purchase price escrow account.
USE OF PROCEEDS
The Company expects to receive $65.5 million in cash at the closing.
Approximately $42. 5 million, plus the accrued and unpaid interest on the Notes,
will be used to offer to purchase the remainder of the Company's outstanding 11-
3/4% Senior Notes due 2004 (the "Notes") in accordance with the provisions of
the indenture for the Notes. Any remaining proceeds will be used by the Company
to retire other existing indebtedness and for general corporate purposes.
OTHER TERMS OF THE PURCHASE AGREEMENT
The Purchase Agreement includes customary representations, warranties,
covenants and rights of indemnification for each of the parties. The Purchase
Agreement also provides that for a period of two years after the closing,
neither the Company nor any of its affiliates will solicit or entice away from
the Cosmetics Division any customers, employees or consultants. The agreement is
governed by the laws of the State of New York.
ADVISORS
Banc of America Securities, LLC acted as advisor to the Company for
this transaction. Choate, Hall & Stewart acted as legal counsel to the Company
and Covington & Burling acted as counsel to the buyers.
ITEM 5. OTHER EVENTS
The Company also announced that it has commenced a tender offer (the
"Offer") for all of its outstanding 11 3/4% Senior Notes due 2004 (the "Notes").
The Company purchased $50.0 in aggregate principal amount of the Notes in a
tender offer and consent solicitation which was settled on August 11, 2000. The
Company is now offering to purchase the remaining $50 million aggregate
principal amount of Notes for cash.
Each owner of Notes (a "Holder") has the following two options in
connection with the Offer:
- TENDER NOTES BY EXPIRATION DATE (5:00 P.M., NEW YORK CITY
TIME, ON NOVEMBER 8, 2000). Holders of Notes that are validly
tendered and not withdrawn prior to the Expiration Date will
receive a price (the "Purchase Price") of $850 per $1,000 of
Notes that are accepted for purchase, plus accrued and unpaid
interest up
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to but not including third business day following the
Expiration Date (the "Settlement Date"). HOLDERS WHO DESIRE TO
TENDER THEIR NOTES PURSUANT TO THE OFFER AND RECEIVE THE
PURCHASE PRICE ARE REQUIRED TO TENDER ALL OF THEIR NOTES ON OR
PRIOR TO THE EXPIRATION DATE.
- DECLINE TO VALIDLY TENDER NOTES. Holders of Notes in this
category will NOT be eligible to receive the Purchase Price.
Holders who do not wish to tender their Notes pursuant to the
Offer need take no action.
The Company's obligations in respect of the Offer are conditioned upon
the satisfaction of the conditions set forth in the Offer, including, without
limitation, the condition that the Company close the proposed sale of its
Cosmetics Division (described in Item 2 above), pursuant to which the Company
would obtain funds to settle all payment obligations with respect to Notes
accepted for purchase pursuant to the Offer.
D.F. King & Co., Inc. is acting as information agent for the Offer.
The depositary for the Offer is State Street Bank and Trust Company.
On October 11, 2000, the Company issued a press release regarding this
tender offer. A copy of the press release is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.
This report, including the press releases 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
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Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information
required to be filed with respect to the transaction described in Item 2 is
being prepared and will be filed as an amendment to this Form 8-K as soon as
practicable, and in no event later than 60 days from the date hereof.
(c) Exhibits
EXHIBIT NO. EXHIBIT
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99.1 Press Release of the Company, dated October 6, 2000.
99.2 Press Release of the Company dated October 11, 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: October 18, 2000 By: /s/ William W. Teeple
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William W. Teeple
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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99.1 Press Release of the Company, dated October 6, 2000.
99.2 Press Release of the Company dated October 11, 2000.
