SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT No. 2
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event report)
August 28, 1998
EXCEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-8684 35-1551685
(State of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1120 North Main Street 46514
Elkhart, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (219)264-2131
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
The registrant, Excel Industries, Inc. an Indiana corporation
(Excel), has purchased through its wholly-owned subsidiary,
Excel Industries Germany GmbH, a German limited liability
company (Excel GmbH), a number of shares of Schade GmbH, and a
56.67% participation in the fixed capital Schade GmbH & Co. KG,
a German limited partnership (Schade KG) of which Schade GmbH is
the sole general partner. Excel also agreed that Excel GmbH
will make a contribution to the capital of Schade KG, which
contribution will increase Excel's participation in Schade KG to
70%. The transaction was consummated on August 28, 1998 (the
Closing).
Schade and its affiliated companies are engaged in the
manufacture and distribution of ornament and roof moldings, door
frames, plastic automobile body components (wind deflectors, air
intakes and ventilation covers), plastic automobile inside
fittings or equipment (center consoles, roof covers and panels
as well as sliding roof covers) and glass modules for the
automotive industry.
The aggregate purchase price for the interests in Schade GmbH
and Schade KG was DM 17,036,400 or approximately U.S. $9,688,600
based upon exchange rates reported by Telerate at 4 p.m. on
August 28, 1998. The amount of Excel's agreed upon contribution
to the capital of Schade KG is DM 27,340,000, or approximately
U.S. $15,548,258. Funds for the purchase price for the
interests and a portion of the contribution will come from
Excel's cash on hand. The remaining portion of the funds for
the contribution will come from an advance of up to U.S.
$10,000,000 under Excel's Amended and Restated Credit Agreement
dated as of April 29, 1996, between Excel, the banks named in
such Credit Agreement, Society National Bank, as agent, and
Harris Trust and Savings Bank, as co-agent.
Item 7. Financial Statements and Exhibits
7(a) and (b) The consolidated financial statements of Schade
and the pro-forma financial information required by Items 7 (a)
and (b) were previously filed.
7(c) The following exhibits are furnished as required by Item
7(c):
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Exhibit
Number Description
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2.1* Master Agreement dated March 13, 1998, by and between
Excel Industries, Inc., Hella KG Hueck & Co., certain
limited partners of Schade KG, certain shareholders of
Schade GmbH, and Schade KG.
2.2* Share and Partnership Interest Sales and Purchase
Agreement dated March 13, 1998, among Excel Industries,
Inc., certain limited partners of Schade KG, certain
shareholders of Schade GmbH, and Schade KG.
4.1* Shareholders' Agreement dated March 13, 1998 by and
between Excel Industries, Inc. and Hella KG Hueck & Co.
23 Consent of Independent Accountants
* Previously filed
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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.
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EXCEL INDUSTRIES, INC.
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Date: December 11, 1998
By:s/Joseph A. Robinson
Joseph A. Robinson, Secretary,
Treasurer, and Chief Financial
Officer
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements of Excel Industries, Inc. on Form S-8 (File No. 33-
14508) effective June 11, 1987, Form S-8 (File No. 33-53543)
effective May 9, 1994 and Form S-8 (File No. 333-26909)
effective June 19, 1997 of our report dated August 13, 1998, on
our audit of the consolidated financial statements of Schade
GmbH & Co. KG as of June 30, 1998 and for the fiscal year then
ended which report is included in this Form 8-K/A.
WRT Revision und Treuhand GmbH August 13, 1998
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft
s/ (Dr. Thomas Weckerle)
Certified Public Accountant
