76209
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 30, 1995
AMALGAMATED AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-6886 & 2-37589 23-1716951
(State or other (Commission (I.R.S. Employer
jurisdiction File Numbers) Identification No.)
of incorporation)
1731 South 19th Street, Harrisburg, PA 17104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 939-7893
N/A
Former name or former address, if changed since last report)
<PAGE>
ITEM 3 - Bankruptcy or Receivership.
(a) Amalgamated Automotive Industries, Inc. ("Amalgamated")
filed for relief under Chapter 11 of the United States Bankruptcy
Code on October 30, 1995 by filing a Petition in the United States
Bankruptcy Court for the Middle District of Pennsylvania in
Harrisburg, Pennsylvania. Under the Petition, Amalgamated will act
as debtor-in-possession and continue the operations of Amalgamated
in the ordinary course of business, pending the filing of a plan of
reorganization and subject to the supervision and orders of the
United States Bankruptcy Court for the Middle District of
Pennsylvania. By operating as the debtor-in-possession under
Chapter 11 of the U.S. Bankruptcy Code, the existing directors and
officers of Amalgamated will continue the operations of Amalgamated
subject to the supervision and orders of the United States
Bankruptcy Court.
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<PAGE>
ITEM 5 - Other Events.
On November 2, 1995, Amalgamated entered into a Letter of
Intent with Fisher Auto Parts, Inc. ("Fisher"), a wholesale auto
parts distributor headquartered in Staunton, Virginia, pursuant to
which Amalgamated would sell substantially all of its assets to
Fisher for a cash purchase price. As set forth in the Letter of
Intent, Fisher proposes to purchase Amalgamated's current inventory
for a price equal to eighty (80%) percent of Amalgamated's net-net
cost and to purchase Amalgamated's fixed assets for a price equal
to ninety (90%) percent of the book value of the fixed assets.
Fisher also proposes to purchase certain real property owned by
Amalgamated for a price of $1,500,000. The asset sale is subject
to negotiation and execution of a definitive asset sale agreement
by and between Amalgamated and Fisher and further subject to
approval by the United States Bankruptcy Court for the Middle
District of Pennsylvania as a sale free and clear of liens.
ITEM 7 - Financial Statements and Exhibits.
(c) Exhibits.
2 Letter of Intent between Amalgamated and Fisher for
sale of substantially all of the assets of
Amalgamated.
99 Press Release of Amalgamated with regard to filing
for relief under Chapter 11 of the United States
Bankruptcy Code and Letter of Intent with Fisher.
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SIGNATURE
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 thereunder duly authorized.
AMALGAMATED AUTOMOTIVE INDUSTRIES,
INC. (Registrant)
/s/ Kurt J. Myers
Kurt J. Myers
President and CEO
Date: November 3, 1995
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EXHIBIT INDEX
Sequential Exhibit No.
Page No.
2 Letter of Intent between Amalgamated and
Fisher for sale of substantially all of
the assets of Amalgamated.
99 Press Release of Amalgamated with regard
to filing for relief under Chapter 11 of
the United States Bankruptcy Code and
Letter of Intent with Fisher.
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76354
EXHIBIT 2
PROPOSAL
(11/1/95)
Fisher Auto Parts, Inc., a Virginia corporation (hereinafter
"Fisher"), proposes to purchase all the operating assets of the
Amalgamated Automotive Industries, Inc., a Pennsylvania corporation
(hereinafter "the Seller") (excluding only accounts receivable, the
Pittsburgh warehouse, the Third Street and Millersburg company-
owned stores and leasehold estates at the Carlisle, Middletown and
Lititz stores) substantially as follows:
INVENTORY:
Current Inventory of merchandise will be purchased based on actual
count at a price equal to eighty (80%) percent of seller's net-net
cost (that is, net of all discounts, credits and rebates).
An item of inventory shall be deemed to be Current Inventory if it
is listed in a manufacturer's current price list (and not listed as
obsolete) as of the closing date.
ACCOUNTS RECEIVABLE:
Fisher will collect Seller's accounts at no cost to Seller and
remit collections to Seller monthly by the 20th day of the month
following collection. Seller will be paid every dollar collected
from Seller's customers until Seller shall have received the
undisputed balance of such customer's account with Seller. If,
after some reasonable period, there remain accounts uncollected,
such uncollected account will be returned to Seller for such action
as Seller may deem necessary.
FIXED ASSETS, FLEET, GOODWILL, NAME, LOGO, MISCELLANEOUS ASSETS:
Fisher will pay to the Seller at closing the sum equal to ninety
(90%) percent of the book value of Seller's fixed assets (except
those located in installations which are excluded from the
transaction) in consideration for the fixed assets, fleet,
goodwill, names, logo, and miscellaneous assets. Final allocations
will be agreed to between Fisher and seller prior to the execution
of a definitive purchase and sale agreement.
Buyer shall acquire the exclusive right to use the names Acme Auto
Parts and Heinz Automotive Warehouse (and the related logo(s)).
<PAGE>
PAYABLES:
The sale will be concluded under the aegis of the bankruptcy court
and will be free and clear of all liens and claims.
REAL ESTATE, LEASES:
Third party leases for stores at Lemoyne, Eisenhower, Hershey and
York will be assigned to Fisher and Fisher will assume the post-
closing obligations of the tenant under such assigned leases.
Fisher will purchase Seller-owned properties listed in Exhibit "A"
for $1,500,000.00. All properties will be sold under the aegis of
the bankruptcy court free of liens, and satisfactory Phase I
environmental evaluations must be completed prior to the closing.
Myers family members sufficient to insure shareholder approval
of the proposed transaction will join in the execution of the
definitive agreement, covenanting to support the proposed
transaction and to vote all shares owned (directly or indirectly)
by them in favor of the proposed transaction.
On behalf of the Amalgamated Automotive Industries, Inc., the
undersigned accept the foregoing proposal, this 2nd day of
November, 1995.
/s/ Kurt Myers
Kurt Myers
President/CEO
Exhibit "A"
Danville
Elizabethville
Enola
Fayetteville
Harrisburg (warehouse)
Harrisburg--Hillcrest
Mechanicsburg
Mifflinburg
CJF/11-7-95/tgs/76190/#2
EXHIBIT 99
AMALGAMATED AUTOMOTIVE INDUSTRIES, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE November 7, 1995
Harrisburg, PA, November 7, 1995 - Amalgamated Automotive
Industries, Inc. ("Amalgamated") today announced that it had filed
a petition for relief under Chapter 11 of the United States
Bankruptcy Code on October 30, 1995 in the United States Bankruptcy
Court for the Middle District of Pennsylvania in Harrisburg,
Pennsylvania. Following the Chapter 11 filing, Amalgamated will
continue operating its business located in central Pennsylvania and
Pittsburgh in the ordinary course as a debtor-in-possession under
the Bankruptcy Code.
Amalgamated is a wholesaler and retailer in the
automotive aftermarket, selling parts, tools, equipment and
accessories to jobber/retailers, professional mechanics, service
technicians and do-it-yourself customers in central Pennsylvania
and Pittsburgh through two warehouse locations and eleven
jobber/retail stores.
The filing became necessary when management and the Board
of Directors realized that anticipated take-out financing from The
CIT Group/Credit Finance, Inc. would not be completed under a time
table imposed upon Amalgamated by one of its current lenders,
Provident Bank of Maryland. Kurt Myers, President and Chief
Executive Officer of Amalgamated, stated that Amalgamated had never
missed a payment with either of its financing banks and that the
filing was required in order to prevent Provident Bank of Maryland
from foreclosing against the assets of Amalgamated because of
technical defaults under the loan agreements with Provident. Once
a Chapter 11 petition has been filed, creditors of Amalgamated are
prohibited from foreclosing or instituting other legal actions
against Amalgamated without first obtaining relief from the
automatic stay protection afforded by the Chapter 11 filing. Mr.
Myers stated that the filing should provide Amalgamated with
sufficient time to conduct an orderly reorganization of its
business which could include a sale or merger transaction with
another auto parts company.
Amalgamated also announced today that it had entered into
a Letter of Intent with Fisher Auto Parts Inc., headquartered in
Staunton, Virginia. Under the Letter of Intent and subject to the
execution of a definitive agreement, Amalgamated has agreed to sell
a substantial portion of its assets located in central Pennsylvania
to Fisher Auto Parts, Inc., leaving Amalgamated with its business
in Pittsburgh which it would continue to operate under the
protection afforded by its Chapter 11 filing. The asset sale to
Fisher Auto Parts, Inc. is subject to approval by the Bankruptcy
Court.
The asset sale to Fisher Auto Parts supersedes a previous
letter of intent executed with Seaboard Automotive, Inc., an auto
parts concern headquartered in Blackwood, New Jersey, which
terminated by its own terms on October 31, 1995, following
Seaboard's failure to provide Amalgamated with a definitive
acquisition agreement.
For further information, contact Kurt Myers, President
and CEO, Amalgamated Automotive Industries, Inc., Harrisburg,
Pennsylvania, phone (717) 939-7893, fax (717) 986-0387.
