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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): July 26, 2000 (January 31,
2000)
DeVlieg-Bullard, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-18198 62-1270573
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
10100 Forrest Hills Road, Rockford, Illinois 61115
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (815) 282-4100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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As previously reported, DeVlieg-Bullard, Inc. (the "Company") filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code on July 15, 1999. The Company has filed monthly operating reports for the
following periods: (i) January 1, 2000 to January 31, 2000, (ii) February 1,
2000 to February 29, 2000, (iii) March 1, 2000 to March 31, 2000, (iv) April 1,
2000 to April 30, 2000, and (v) May 1, 2000 to May 31, 2000 (collectively, the
"Operating Reports") with the United States Bankruptcy Court for the Northern
District of Ohio, copies of portions of which are attached hereto as Exhibits
99.1, 99.2, 99.3, 99.4 and 99.5.
The Company cautions investors or potential investors not to place
undue reliance upon the information contained therein. The Operating Reports
contain unaudited information, and each is in a format prescribed by the
applicable bankruptcy laws. There can be no assurance that, from the perspective
of an investor or potential investor in the Company's securities, the Operating
Reports are complete. The Operating Reports also contain information for periods
which may be shorter or otherwise different from those required in the Company's
reports pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such information may not be indicative of the Company's
financial condition or operating results for the periods reflected in the
Company's financial or operating results for the periods which would be
reflected in the Company's financial statements or in its reports pursuant to
the Exchange Act. Moreover, the Operating Reports and other communications from
the Company may include forward-looking statements subject to various
assumptions regarding the Company's operating performance that may not be
realized and subject to significant business, economic and competitive
uncertainties and contingencies, including those described in this report, many
of which are beyond the Company's control. Consequently, such matters should not
be regarded as a representation or warranty by the Company that such matters
will be realized or are indicative of the Company's financial condition or
operating results for future periods. Actual results for such periods may differ
materially from the information contained in the Operating Reports, and the
Company undertakes no obligations to update or revise such Operating Reports.
On June 8, 2000, the Company entered into a definitive asset purchase
agreement to sell substantially all of its assets to KPS Special Situations
Fund, LP ("KPS"). On June 9, 2000, the Company requested the approval of the
Bankruptcy Court and mailed the notice attached hereto as Exhibit 99.7 to all
equity security holders. On June 27, 2000, the Bankruptcy Court approved the
sale to KPS, which closed on June 29, 2000.
The sale to KPS provided the Company with cash in the amount of more
than $18 million, a one year unsecured note of $1 million and a seven year
unsecured subordinated note of $11.75 million. The majority of the cash was used
to pay the Company's senior secured lender pursuant to an order of the
Bankruptcy Court. The Company anticipates that certain of the remaining cash
(which totals approximately $2 million) will be used to pay other secured
creditors and past-due administrative claims, and that the balance of the cash,
if any, and the first proceeds of the notes will be used to pay unsecured
creditors entitled to priority under the Bankruptcy Code. The remaining
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proceeds of the notes, if any, are expected to be used to pay general unsecured
creditors. It is not anticipated that any funds will be available for payment to
equity security holders. All such payments, other than ordinary course payments,
will be made pursuant to order of the Bankruptcy Court and/or pursuant to a
confirmed plan of reorganization.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 Portions of Operating Report for the month ended
January 31, 2000
99.2 Portions of Operating Report for the month ended
February 29, 2000
99.3 Portions of Operating Report for the month ended
March 31, 2000
99.4 Portions of Operating Report for the month ended
April 30, 2000
99.5 Portions of Operating Report for the month ended May
31, 2000
99.6 Asset Purchase Agreement dated as of June 8, 2000 by
and between the Company and KPS Special Situations
Fund LP.
99.7 Notice of Debtor's Motion for an Order (A)
Authorizing the Sale of Substantially All of Its
Assets Free and Clear of Liens, Claims, Encumbrances
and Interests and (B) Authorizing Assumption and
Assignment of Certain Contracts and Leases and
Rejection of Others, and Hearing Thereon
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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.
DEVLIEG-BULLARD, INC.
Date: July 26, 2000 By: /s/ Charles E. Bradley
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Charles E. Bradley
Chairman of the Board of Directors
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EXHIBIT INDEX
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NO. EXHIBIT
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99.1 Portions of Operating Report for the month ended January 31, 2000
99.2 Portions of Operating Report for the month ended February 29, 2000
99.3 Portions of Operating Report for the month ended March 31, 2000
99.4 Portions of Operating Report for the month ended April 30, 2000
99.5 Portions of Operating Report for the month ended May 31, 2000
99.6 Asset Purchase Agreement dated as of June 8, 2000 by and between the
Company and KPS Special Situations Fund LP.
99.7 Notice of Debtor's Motion for an Order (A) Authorizing the Sale of
Substantially All of Its Assets Free and Clear of Liens, Claims,
Encumbrances and Interests and (B) Authorizing Assumption and
Assignment of Certain Contracts and Leases and Rejection of Others,
and Hearing Thereon
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