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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 24, 1998
HARVARD INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-21362 21-0715310
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 Werner Way 08833
Lebanon, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 437-4100
(Former name or former address, if changed from last report)
NONE
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Item 5. Other Events.
On November 24, 1998, Harvard Industries, Inc. ("Harvard") and its nine
domestic subsidiaries substantially consummated their First Amended and Modified
Consolidated Plan Under Chapter 11 of the Bankruptcy Code of, dated August 19,
1998 (the "Plan of Reorganization"). A copy of the press release announcing
Harvard's emergence from Chapter 11 is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Pursuant to the Plan of Reorganization, Harvard was merged into Harvard
Merger Corporation, a wholly-owned subsidiary of Harvard incorporated in the
State of Delaware, in order to change Harvard's jurisdiction of incorporation
from the State of Florida to the State of Delaware (the "Migratory Merger"). As
part of the Migratory Merger, Harvard Merger Corporation was renamed as Harvard
Industries, Inc.
Pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the shares of Common Stock of Harvard
issued and outstanding following the Migratory Merger are deemed registered
under Section 12(g) of the Exchange Act.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release of Harvard Industries, Inc. dated November 25,
1998.
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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.
HARVARD INDUSTRIES, INC.
By:/s/D. Craig Bowman
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Name: D.Craig Bowman
Title: Vice President, Law
December 3, 1998
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EXHIBIT INDEX
99.1 Press Release of Harvard Industries, Inc. dated November 25, 1998.
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Exhibit 99.1
IMMEDIATE RELEASE
For more information, contact:
Joe Gagliardi
and
Craig Bowman
HARVARD INDUSTRIES
908-437-4100
or
Andy Barlow
PUBLIC COMMUNICATIONS INC.
813-226-2772
HARVARD INDUSTRIES EMERGES FROM CHAPTER 11
LEBANON, N.J. - (November 25, 1998) - Harvard Industries, Inc. today announced
that its Plan of Reorganization was effective, marking the completion of its
Chapter 11 proceeding. The Plan of Reorganization contemplates a conversion of
virtually all pre-petition unsecured debt into 100% of the equity of the
reorganized Company, subject to dilution for the incentive options and the
warrants to be issued under the Plan. Holders of Harvard's PIK Preferred and
Common Stock will receive warrants to acquire up to 5% of the common stock in
the reorganized Harvard.
"This is a great day for our company, customers, employees and suppliers who
have cooperated so closely with us over the past 18 months," said Roger G.
Pollazzi, Harvard's chief executive officer. "We have worked very hard to
attempt to make this company a winner and we believe that we're on our way to
greater success. We have obtained exit financing arranged by Lehman Brothers and
have successfully extricated the company from previously unprofitable
operations, and we have an experienced team of leaders that have developed an
entrepreneurial culture within the company."
Harvard's Goal
The Company is expanding its focus beyond the automotive industry. "Our mission
is to strategically grow our business by providing value-added products to the
transportation and industrial sectors through our engineered-products group,"
said Pollazzi. "The technical expertise that fostered our strong reputation in
the automotive industry has countless applications in other industries."
New Leadership
A new senior management team with significant industry and business
restructuring experience is leading the Company. Harvard President Jim Gray,
Executive Vice President for Strategic Planning Vince Toscano, Chief Financial
Officer Ted Vogtman and Senior VP and General
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Counsel Jerry Tighe have all played integral roles in other successful ventures
in the automotive industry.
The Plan
According to Harvard president, Jim Gray, the Company has a strong focus on
profitability for the present and future. "The key to our successful emergence
has been our strategic plan," said Gray. "We focused on product and customer
diversification, reducing costs, investing in technology and research and
development. We want to retain our automotive OEM business and build a similarly
strong reputation in the engineered products industry."
Harvard intends to broaden its customer base by entering markets such as
industrial products and equipment, lawn and garden applications, construction
materials and equipment, the automotive aftermarket, and components and
assemblies for heavy-duty trucks and buses. This is being done with the same
asset base, adding value by supplying completed products to these markets.
Harvard Industries, Inc., designs, develops and manufactures a broad range of
components for automotive original equipment manufacturers, the automotive
aftermarket and industrial and construction equipment applications worldwide.
Headquartered in Lebanon, N.J., Harvard's 4,500-plus employees at 15 plants in
the United States and Canada produce total vehicle sealing systems, a variety of
polymer products, high-strength steel assemblies and a wide array of
high-strength aluminum, magnesium and iron products.
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