UNITED STATES
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): September 17, 1999
SECOM GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
DELWARE 0-14299 87-0410875
(state or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
46035 GRAND RIVER AVENUE, NOVI, MICHIGAN 48374
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 305-9410
Item 2. Acquisition or Disposition of Assets.
On September 17, 1999, the registrant, Secom General Corporation
and its Subsidiary Uniflow Corporation (collectively known as the "Company"),
signed a $5.1 million Settlement Agreement and Mutual Release with General
Motors Corporation ("GM"). The agreement requires the Company to sell
equipment used to manufacture transmission shafts, and to release GM from any
claims arising from the transmission shaft program. The Company has received
approximately $3.9 million of the $5.1 million total settlement to date. The
remaining balance of approximately $1.2 million will be received within the
next few months after the Company completes its remaining shaft inventory and
GM takes possession of the remaining equipment.
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Settlement Agreement and Mutual Release
dated September 17, 1999 among Uniflow
Corporation, Secom General Corporation
and General Motors Corporation.
2.2 Bill of Sale and Purchase Agreement dated
September 17, 1999 among Uniflow
Corporation, Secom General Corporation
and General Motors Corporation.
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 duly authorized officer.
SECOM GENERAL CORPORATION
(Registrant)
By: /s/ Scott J. Konieczny
-------------------------
Scott J. Konieczny
Chief Financial Officer
Dated: September 24, 1999.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is made and
entered into this 17th day of September, 1999, by and between UNIFLOW
CORPORATION, a subsidiary of SECOM GENERAL CORPORATION, a Michigan
corporation ("Uniflow"), and GENERAL MOTORS CORPORATION, A Delaware
corporation ("General Motors" or "GM").
RECITALS
A. General Motors issued various purchase orders to Uniflow for the
purchase of parts nos. 24210334 and 24210335 (collectively, the
"Contract").
B. In order to perform its obligations under the Contract, Uniflow
purchased the equipment ("Equipment") identified on Attachment 1
to Bill of Sale and Purchase Agreement, attached hereto as Exhibit
A (the "Purchase Agreement").
C. General Motors and Uniflow have agreed that GM will purchase the
Equipment in accordance with the terms of the Purchase Agreement
and that Uniflow will wind down the production of parts under the
Contract and assist GM with the transition of the Equipment and
related parts production business to another GM supplier.
D. Uniflow and General Motors desire to settle all claims which do not
or could exist between them regarding the Contract.
AGREEMENTS
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto do hereby covenant and agree as follows:
1. Recitals. The foregoing recitals to this Agreement are incorporated
into, and they shall constitute an integral part of, this Agreement.
2. Supplement.
A. General Motors will execute and deliver the Purchase Agreement
contemporaneously with the execution and delivery of this
Agreement. General Motors also agrees to pay Uniflow $5,086,578
(the "Settlement Fund"), to be paid as follows: General Motors
already has paid $1,000,000 to Uniflow (pursuant to Purchase Order
No. MXKVX, dated 4/23/99), and upon Uniflow's execution and
delivery of this Agreement and the Purchase Agreement to GM,
General Motors or its assignee will pay directly to Uniflow's
secured creditors (collectively, the "Creditors"), GE Capital
Public Finance, Inc. $1,593,396.40,
Bank One, formerly know as NBD Business Finance, $1,109,663.14, and
Key Bank, National Association $179,591.32, respectively, in return
for execution of Collective Exhibit B as described below and full,
complete and contemporaneous terminations of any security interest
or lien the Creditors may have in or to the Equipment. GM or its
assignee will pay the remainder or the Settlement Fund to Uniflow
net immediate, per the GM payment system, after GM or its assignee
takes delivery of the Equipment in accordance with the terms of
this Agreement or the Purchase Agreement attached hereto. Further,
GM agrees that GM or its assignee will reimburse Uniflow for its
cost of inventory related to the Contract and to pay Uniflow for
the parts shipped to General Motors under the Contract in
accordance with normal terms. Attached as Collective Exhibit B
hereto is a Secured Creditor Acknowledgement, upon which each
Creditor will acknowledge its obligations under this Paragraph 2A.
B. Uniflow will execute and deliver to GM the Purchase Agreement
contemporaneously with the execution and delivery of this
Agreement. Uniflow will perform its obligations in accordance with
the Purchase Agreement and will deliver the Equipment free and
clear of any liens or security interest to General Motors or its
assignee.
3. Releases.
A. Upon completion of General Motors' obligations under this Agreement
and the Purchase Agreement, Uniflow, for itself and for and on
behalf of each and all of its corporate affiliates (individually
and collectively, "Uniflow's Affiliates"), shall be deemed to have
remised, released and forever discharged General Motors and its
corporate affiliates and their respective or collective directors,
officers, employees, agents, successors and assigns (collectively,
the "General Motors Releases") of and from all and all manner of
obligations, action and actions, cause and causes of actions,
liens, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, controversies, damages,
judgments, claims and demands whatsoever including, without
limitation, claims for indemnity, subrogation and/or contribution,
in each instance in law or in equity and whether discovered or
undiscovered, which Uniflow and the Uniflow Affiliates, or any one
or more of them, ever had, now has or hereafter can, shall or may
have, against General Motors and the other General Motors Releases,
or any one or more of them, by reason of (i) the Contract or any
obligation imposed thereby or thereunder, (ii) any obligation to
make payment to Uniflow and/or any Uniflow Affiliate for or as a
result of the provision of any goods or services by Uniflow or any
of Uniflow's Affiliates to General Motors pursuant to the Contract,
and/or (iii) any breach by General Motors of the Contract, it being
understood thereby that neither Uniflow nor any of Uniflow's
Affiliates shall have any further obligation whatsoever to General
Motors under the Contract other than those obligations set forth in
this Agreement.
B. Upon completion of Uniflow's obligations under this Agreement and
the Purchase Agreement, General Motors, for itself and for and on
behalf of each and all of its corporate affiliates (individually
and collectively, the "General Motors' Affiliates"), shall be
deemed to have remised, released and forever discharged Uniflow
and its corporate affiliates and their respective or collective
directors, officers, employees, agents, successors and assigns
(collectively, "Uniflow Releases") of and from any and all manner
of obligations, action and actions, cause and causes of actions,
liens, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contacts, controversies, damages,
judgments, claims and demands whatsoever including, without
limitation, claims for indemnity, subrogation and/or contribution,
in law or in equity, whether discovered or undiscovered, which
General Motors and the General Motors Affiliates, or any one or
more of them, ever had, now has or hereafter can, shall or may have
against Uniflow and the other Uniflow Releases, or any one or more
of them, by reason of (i) the Contract or any obligation imposed
thereby or thereunder, (ii) the provision of any goods or services
by Uniflow or any of the Uniflow Affiliates to General Motors
pursuant to the Contract and/or (iii) any breach by Uniflow of the
Contract, it being understood thereby that neither General Motors
nor any of the General Motors Affiliates shall have any further
obligation whatsoever to Uniflow under the Contract, other than
those obligations set forth in this Agreement
4. Representations.
A. Each of the parties hereto represents that (i) it is a corporation
duly organized, validly existing and in good standing in the state
of its incorporation, (ii) it has all requisite right, power and
authority to execute this Agreement and to perform the obligations
undertaken by it in this Agreement, (iii) all requisite action has
been taken to authorize its execution of this Agreement and the
performance by it of the obligations undertaken by it in this
Agreement, (iv) except as disclosed herein, all requisite consents,
if any, which are required in order for it properly to execute this
Agreement and to perform the obligations undertaken by it in this
Agreement have been obtained, (v) except as disclosed herein, it is
not a party to or bound any contract, agreement, judgment, order or
decree which does or, with the passage of time could, prohibit its
execution of this Agreement or the performance by it of the
obligations undertaken by it in this Agreement, and (vi) upon its
execution and delivery of this Agreement it shall be binding upon
and enforceable against it accordance with its terms. Uniflow also
warrants and agrees that, other than the Creditors, there are no
other creditors or parties with any lien, interest, title, or right
in or to the Equipment, and that such Equipment will be free of any
liens or security interests after payment of the Settlement Fund as
described above in Paragraph 2.
B. The person who executes this Agreement on behalf of a party
represents that he duly is authorized to do so.
5. Entire Agreement. This Agreement contains the entire understanding and
agreement of the parties hereto with respect to the subject matter
hereof; it supersedes all prior negotiations and agreements, if any,
regarding the subject matter hereof; and it may not be amended or
modified in any respect except by written instrument which specifically
refers to this Agreement and is executed by both of the parties hereto
affected thereby. Only representations, warranties, promises or
inducements, not specifically set forth in this Agreement in respect of
the subject matter of this Agreement shall be binding on any of the
parties hereto.
6. Binding Effect. This Agreement shall be binding upon and enforceable
against the parties hereto and their respective successors and assigns.
7. Section Headings. Headings of sections in this Agreement are only for
the convenience of the parties hereto and, accordingly, they shall not be
deemed to constitute a part of this Agreement when construing or
enforcing this Agreement.
8. Governing Law. This Agreement is being entered into in the State of
Michigan and shall be governed and construed under and in accordance with
the laws of the State of Michigan.
INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto duly have executed and have
caused this Agreement executed this Agreement to be executed and delivered as
of the day and year first above written.
UNIFLOW CORPORATION GENERAL MOTORS CORPORATION
By: /s/ Paul D. Clemente By: /s/ Thomas C. Carson
-------------------------- --------------------------
Its: Director Its: Purchasing Manager
-------------------------- --------------------------
Secom General Corporation hereby
acknowledges the above Settlement
Agreement and agrees to its terms.
SECOM GENERAL CORPORATION
By: /s/ Robert A. Clemente
--------------------------
Its: Chairman
--------------------------
Exhibit A
BILL OF SALE AND PURCHASE AGREEMENT
This Bill of Sale and Agreement, dated September 17, 1999 is by and between
Uniflow Corporation, a subsidiary of Secom General Corporation, a Michigan
corporation ("Uniflow") and General Motors Corporation, a Delaware corporation
("GM").
1. In consideration of Uniflow's receipt net immediate, per the GM payment
system, of the balance of the Settlement Fund after payment of all
obligations thereunder, which are described in a Settlement Agreement
and Mutual Release dated of even date herewith and which is by and
between Uniflow and GM (the "Settlement Agreement"), and after Uniflow
has completed delivery of all of the personal property identified on
Attachment 1, which is attached hereto and made a part hereof (the
"Equipment"), then in accordance with Paragraph 3, Uniflow does hereby
sell, assign, transfer, and set over to GM all right, title and interest
of Uniflow in and to the Equipment.
2. Uniflow warrants that it is the owner the Equipment free and clear of
any liens or other encumbrances, except for those liens held by the
Creditors, which will be terminated contemporaneously with delivery of
the consideration to the Creditors, as more fully described in the
Settlement Agreement. Except for warranty of title, the Equipment is
sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OF FITNESS FOR PARTICULARLY PURPOSE AND ANY WARRANTY OF
NON-INFRINGEMENT OF THE PROPRIETARY RIGHTS OF THIRD PARTIES; UNIFLOW
HEREBY DISCLAIMS AND GM HEREBY WAIVES ANY OBLIGATION, LIABILITY, RIGHT,
CLAIM, OR DEMAND IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE WITH RESPECT THERETO.
3. The sale of Equipment is F.O.B. Uniflow's facility; delivery of the
Equipment takes place, and title and risk of loss to the Equipment
passes from Uniflow to GM, at the time of loading of such items on the
trucks of the carrier selected by GM or its assignee. GM or its assignee
shall be responsible for disconnecting, dismantling, packaging,
preparation for shipment, and loading of the Equipment onto the truck(s)
of the carrier selected by GM or its assignee.
4. It is anticipated that the Equipment will be available on the dates
indicated on Attachment 1. Uniflow will give GM or its assignee at
least 7 business days
advance notice of the date that specific items of the Equipment will be
ready for loading (the "Loading Day").
5. Uniflow shall bear the risk of loss of the Equipment until such time as
possession is transferred to GM or its assignee; provided however, that
in the event such property is lost, damaged or destroyed by any cause
whatsoever (excluding, however, any caused by the acts or omissions of
GM or its assignee), prior to transfer of possession, this Agreement
shall terminate with respect to such items. Any purchase price
attributable to such items will be returned to GM. Uniflow shall have no
other liability to GM with respect to such lost or damaged property.
6. GM acknowledges that the sale of Equipment does not include any sale,
transfer, or assignment of any patents, licenses, or technical
information with respect to the Equipment. GM shall pay any and all
sales, use, transfer, filing, pro-rated personal property and other
similar taxes or governmental charges with respect to the ownership,
sale or purchase of the Equipment.
7. This Bill of Sale and Purchase Agreement may be assigned by GM, provided
however, that any such assignment shall not relieve GM from the timely
payment of the purchase price for the Equipment in accordance with
Paragraph 1. This Bill of Sale and Purchase Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns. This Bill of Sale and Purchase
Agreement shall be governed by, and construed in accordance with the
laws of the State of Michigan.
INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale
and Purchase Agreement to be duly executed on the date and month above.
UNIFLOW CORPORATION GENERAL MOTORS CORPORATION
By: /s/ Paul D. Clemente By: /s/ Thomas C. Carson
-------------------------- --------------------------
Its: Director Its: Purchasing Manager
-------------------------- --------------------------
Secom General Corporation hereby
acknowledges the above Bill of Sale
and Purchase Agreement and agrees
to its terms.
SECOM GENERAL CORPORATION
By: /s/ Robert A. Clemente
--------------------------
Its: Chairman
--------------------------
