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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)
OCTOBER 16, 2000 (SEPTEMBER 29, 2000)
EXIDE CORPORATION
(Exact name of registrant as
specified in its charter)
DELAWARE 1-11263 23-0552730
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
645 Penn Street
Reading, Pennsylvania 19601
(Address of principal executive offices and zip code)
(610) 378-0500
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of the GNB Battery Business
On September 29, 2000, Exide Corporation (the "Company"), acquired the
global battery business of Australian-based Pacific Dunlop Limited, including
its subsidiary GNB Technologies, Inc. ("GNB"), for consideration of
approximately $368 million (including $333 million in cash and 4 million of the
Company's common shares) plus assumed liabilities. The purchase price was
determined based on an evaluation of the GNB business and the results of
negotiations between the parties. GNB is a leading U.S. and Pacific Rim
manufacturer of both industrial and automotive batteries. Pacific Dunlop now
holds an approximate 16 percent interest in the outstanding shares of common
stock of the Company.
Financing
The Company has financed the cash portion of the purchase price, including
associated fees and expenses, through a $250 million add-on to its existing
senior secured credit facility, and a $100 million securitization of GNB
accounts receivables. The Company also issued warrants for 786,000 shares with
an exercise price of $8.99 per share in conjunction with such financing under
its senior secured credit facility, and agreed to issue an additional 500,000
warrants at the same exercise price subject to certain conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The required financial statements regarding GNB are not included herein.
The Company intends to file these financial statements at the earliest
practicable date, but in no event later than 60 days after the date this
report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
The required pro forma financial information regarding GNB is not included
herein. The Company intends to file this pro forma financial information at
the earliest practicable date, but in no event later than 60 days after the
date this report on Form 8-K was required to be filed.
(c) Exhibits
2.1 Stock Purchase Agreement by and between the Company and Pacific Dunlop
Holdings (USA) Inc. dated as of May 9, 2000 (the "US Stock Purchase
Agreement") and Amendment No. 1 thereto dated June 19, 2000, both of
which were previously filed as Exhibit 2.1 to the report on Form 10-Q
of the Company for the fiscal quarter ended July 2, 2000 (the "July
2000 10-Q").
2.2 Amendment No. 2, dated as of September 29, 2000, to the US Stock
Purchase Agreement previously filed as Exhibit 2.1 to the July 2000
10-Q.
2.3 Amendment No. 1, dated as of September 29, 2000, to the Stock Purchase
Agreement with respect to GNB Technologies (India) Private Limited
previously filed by the Company as Exhibit 2.1 to the July 2000 10-Q.
2.4 Amendment No. 1, dated as of September 29, 2000, to the Asset Purchase
Agreement with respect to Exide Australia Pty Limited previously filed
by the Company as Exhibit 2.1 to the July 2000 10-Q.
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2.5 Amendment No. 3, dated as of September 29, 2000, to the Coordinating
Agreement dated as of May 9, 2000 by and between the Company and
Pacific Dunlop Holdings (USA) Inc. previously filed by the Company as
Exhibit 2.1 to the July 2000 10-Q.
4.1 Amended and Restated Credit and Guarantee Agreement dated as of
September 29, 2000 by and among the Company, Credit Suisse First
Boston, as Sole Book Manager, Joint Lead Arranger and Administrative
Agent, Salomon Smith Barney Inc., as Syndication Agent and Joint Lead
Arranger, and the lenders party thereto.
4.2 Warrant Agreement dated as of September 29, 2000 by and between the
Company and The Bank of New York, as warrant agent.
4.3 Form of Warrant Certificate (attached as Exhibit A to the Warrant
Agreement).
4.4 Registration Rights Agreement dated as of September 29, 2000 by and
among the Company and certain lenders under the Credit Agreement.
4.5 Registration Rights and Standstill Agreement dated as of September
29, 2000 by and between the Company and Pacific Dunlop Holdings (USA)
Inc.
4.6 Amendment No. 1, dated as of August 10, 2000, to the Registration
Rights Agreement dated as of October 26, 1993 previously filed by the
Company as Exhibit 4.14 to its S-1 Registration Statement dated August
27, 1993 (the "1993 Registration Agreement").
4.7 Amendment No. 2, dated as of September 29, 2000, to the 1993
Registration Agreement.
10.1 Amended and Restated Sale Agreement dated as of September 29, 2000 by
and between the Company and Exide U.S. Funding Corporation.
10.2 Amended and Restated Receivables Purchase Agreement dated as of
September 29, 2000 by and between Exide U.S. Funding Corporation and
Three Rivers Funding Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Exide Corporation
Dated: October 16, 2000 By: /s/ Kevin R. Morano
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Name: Kevin R. Morano
Title: Chief Financial Officer
