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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 26, 1999
DURAKON INDUSTRIES, INCORPORATED
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(Exact name of issuer as specified in charter)
Michigan 0-13601 38-2492342
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2101 North Lapeer Road
Lapeer, Michigan 48446
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(Address of principal executive offices)
(810) 664-0850
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(Registrant's telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On July 26, 1999, LPIV Acquisition Corp. ("Acquisition"), a wholly owned
subsidiary of Littlejohn Partners IV ("Partners IV"), acquired 5,995,120 voting
common shares (including 34,922 common shares subject to guarantees of
delivery), representing approximately 98% of the outstanding common shares, of
Durakon Industries, Inc. (the "Company") for $16.00 per share, net to the seller
in cash, pursuant to a tender offer by Acquisition, Partners IV, the sole
shareholder of Acquisition, LPIV, LLC, a wholly-owned subsidiary of Acquisition,
and Littlejohn Associates, LLC, the general partner of Partners IV (the
"Offer"). Validly tendered shares were purchased in accordance with the terms of
the Offer. Any shares of the Company common stock not tendered in the Offer were
converted into the right to receive $16.00 per share in cash in a subsequent
merger of Acquisition with and into the Company which was completed on July 26,
1999 (the "Merger").
The purchase price for the Company shares was determined pursuant to arms-
length negotiations between the parties. Based on information disclosed in a
Tender Offer Statement on Schedule 14D-1, dated June 25, 1999, as amended, filed
by Acquisition, Partners IV and certain of their affiliated companies in
connection with the Offer and the Merger, the total amount of funds required by
Acquisition to acquire the tendered shares pursuant to the Offer, to consummate
the Merger, to refinance any indebtedness of the Company which may become
payable as a result of the Offer and the Merger, to pay holders of Company stock
options in connection with the Offer and the Merger and to pay estimated fees
and expenses related to the Offer and the Merger will be approximately $108
million. Acquisition's source of funds for its acquisition of the Company
consisted of the net proceeds of a term loan of $77,000,000 provided by
BancBoston and equity in Acquisition and the Company.
Other than the Agreement and Plan of Merger relating to the Offer and the
Merger, there was no material relationship between the Company, on the one hand,
and Acquisition, or any of its affiliates, or any director or officer of the
Company or any associate of any such director or officer, on the other hand.
Item 7. Financial Statements and Exhibits
(a) Exhibits
10.1 Agreement and Plan of Merger dated as of June 17, 1999, among
LPIV Acquisition Corp., the Company and Littlejohn Partners IV, L.P.
(incorporated by reference to Exhibit (c)(1) on the Company's Report
on Form 14D-1 filed on June 17, 1999).
10.2 Press releases dated as of July 26, 1999.
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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 thereunto duly authorized.
DURAKON INDUSTRIES, INC.
(Registrant)
Date: July 26, 1999 By: /s/ David W. Wright
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David W. Wright
President
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Exhibit 10.2
LPIV ACQUISITION CORP. COMPLETES TENDER OFFER
FOR ALL OUTSTANDING SHARES OF DURAKON INDUSTRIES, INC.
Lapeer, Michigan (July 26, 1999) - - Durakon Industries, Inc. (Nasdaq:
"DRKN") and LPIV Acquisition Corp., a wholly owned subsidiary of Littlejohn
Partners IV, L.P., announced today that LPIV Acquisition Corp. has completed its
tender offer for all of the issued and outstanding shares of common stock of
Durakon Industries, Inc. for $16.00, net to the seller in cash. The tender offer
expired at 12:00 Midnight, New York City time, on Friday, July 23, 1999, and
LPIV Acquisition Corp. will accept for payment and promptly pay for all shares
properly tendered and not withdrawn pursuant to the offer.
Based on a preliminary count by the depository for the offer,
approximately 5,995,120 shares were tendered, representing approximately 98% of
the outstanding Durakon Industries, Inc. shares(including approximately 34,922
shares subject to guarantees of delivery).
In accordance with the short-form merger provisions of the Michigan
Business Corporation Act, LPIV Acquisition Corp. intends to promptly merge with
and into Durakon Industries, Inc., which will be the surviving corporation and
become a wholly owned subsidiary of Littlejohn Partners IV, L.P. As a result of
the merger, the remaining outstanding shares will be converted into the right to
receive $16.00 in cash, without interest.
Littlejohn & Co. LLC is a private investment fund located in
Greenwich, Connecticut. Durakon Industries Inc. is the world's leading producer
and marketer of pickup truck bedliners, and is a leader in the production and
marketing of rollback car carriers and wheel-lift towing vehicles. Durakon's
world headquarters and a major manufacturing facility are in Lapeer, Michigan.
Other manufacturing plants are in Greencastle, Pennsylvania; Clinton, Tennessee;
and Lerma, Mexico. Prior to the merger, Durakon's common stock was traded on the
Nasdaq Stock Market under the ticker symbol DRKN.
For more information contact: Jim Smith, Corporate Controller of
Durakon Industries, Inc., 810-664-0850. At Littlejohn, contact Michael I. Klein,
203-861-4005.
