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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 17, 1998
Republic Automotive Parts, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-06215 38-1455545
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(State or Other
Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Wilson Pike Circle, Suite 115 Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code : (615) 373-2050
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(Former Name or Former Address, if Changed Since Last Report)
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This Amendment No.1 amends the registrant's Current Report on Form 8-K for
February 17, 1998 which was filed on February 23, 1998. Exhibit 20 was
inadvertently omitted from the initial filing and is in this amendment.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
Exhibit Description
20 Press Release, "Keystone Automotive Industries,
Inc. Signs Merger Agreement with Republic
Automotive Parts, Inc.," February 18, 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.
REPUBLIC AUTOMOTIVE PARTS, INC.
Date March 16, 1998 By: /s/Donald B. Hauk
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Name: Donald B. Hauk
Title: Executive Vice President, Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description
20 Press Release, Keystone Automotive
Industries, Inc. Signs Merger Agreement
with Republic Automotive Parts, Inc.,
February 18, 1998.
REPUBLIC AUTOMOTIVE PARTS, INC. Contact: Donald B. Hauk
500 Wilson Pike Circle Executive Vice President
Brentwood, Tennessee 37027 (615) 373-2050, Ext. 117
KEYSTONE AUTOMOTIVE INDUSTRIES, INC. SIGNS MERGER AGREEMENT
WITH REPUBLIC AUTOMOTIVE PARTS, INC.
POMONA, Ca. and BRENTWOOD, Tn. (Feb. 18, 1998) Keystone Automotive
Industries, Inc. (Nasdaq/NM:KEYS) ("Keystone") and Republic Automotive Parts,
Inc. (Nasdaq/NM:RAUT) ("Republic") today jointly announced that they have
entered into a definitive merger agreement pursuant to which Keystone will
acquire Republic.
Under the terms of the agreement, Keystone will issue 0.8 of a share of
its common stock in exchange for each share of Republic's common stock. This
will involve the issuance of a total of approximately 2.9 million Keystone
common shares. Currently, Keystone has approximately 14.6 million shares of
common stock outstanding.
The transaction, which has been approved unanimously by the board of
directors of each company, is intended to qualify as a tax-free reorganization.
The merger agreement is subject to certain regulatory approvals as well as
approval by the shareholders of each company at special meetings expected to be
held within the next 90 days. Closing of the merger is expected during the
second quarter of 1998.
For the nine months ended September 30, 1997, Republic reported revenues
of $146.2 million and a net income of $3.2 million.
Charles J. Hogarty and Keith M. Thompson, chief executive officers of
Keystone and Republic,respectively, jointly commented, "We are extremely pleased
to announce this merger agreement. By combining Keystone and Republic, we will
take an important strategic step toward forming a nationwide system for
distributing automotive collision repair parts. Republic's focus on the
Southeast and Southwest fits well geographically with Keystone's current system.
The merger will extend the Keystone network into 16 additional cities, and we
will have the opportunity to broaden the product line that Republic has
previously marketed in those locations. Equally important, we expect to be able
to build stronger working relationships with suppliers in consideration of our
enhanced competitive position."
Through its Fenders & More division, Republic operates 23 collision repair
parts distribution centers primarily located in the southeastern United States
and Texas. Republic also operates 11 traditional automotive parts distribution
centers which, through a chain of company-owned and independent parts jobbers,
service a customer base consisting primarily of professional installers of auto
parts such as mechanical repair shops, auto dealers, brake and muffler shops,
body repair shops and, to a lesser extent, the do-it-yourself market.
Keystone distributes its products in the United States primarily to
collision repair shops through its 86 service centers, of which 13 serve as
regional hubs. Its product lines consist of automotive body parts, bumpers,
autoglass and remanufactured alloy wheels, as well as paint and other materials
used in repairing a damaged vehicle. These products comprise more than 19,000
stock keeping units that are sold to more than 24,000 repair shops throughout
the nation.
