<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 30, 1997
AUTOCAM CORPORATION
A Michigan Corporation
Commission File Number 0-19544
I.R.S. Employer Identification No. 38-2790152
4070 East Paris Avenue, Kentwood, Michigan 49512
Telephone: (616) 698-0707
<PAGE> 2
This Amendment amends the Current Report on Form 8-K of Autocam Corporation
(the "Company"), dated June 30, 1997. As provided in Item 7(a)(4) of the
instructions to Form 8-K, such Current Report on Form 8-K did not include
audited combined financial statements of Dowagiac Manufacturing Company, Inc.
and Hamilton-Pax, Inc. (together, "The Hamilton Group"), the businesses
acquired in the transaction, which were not available at the time the Current
Report on Form 8-K was filed. This Amendment is filed to provide audited
combined financial statements of The Hamilton Group and the required
consolidating pro forma financial information.
The following information amends Item 7 of the Current Report on Form 8-K and
sets forth, in its entirety, the information as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Combined Financial Statements of Businesses Acquired. The following
combined financial statements of The Hamilton Group are filed as part of
this Current Report:
Report of Independent Auditors
Combined Balance Sheets as of March 31, 1997 (unaudited) and December 31,
1996
Combined Statements of Operations for the Three Months Ended March 31, 1997
(unaudited) and for the Year Ended December 31, 1996
Combined Statements of Shareholders' Equity for the Three Months Ended
March 31, 1997 (unaudited) and for the Year Ended December 31, 1996
Combined Statements of Cash Flows for the Three Months Ended March 31, 1997
(unaudited) and for the Year Ended December 31, 1996
Notes to Combined Financial Statements
(b) Pro Forma Consolidating Financial Information. The following unaudited
consolidating pro forma financial information is filed as part of this
Current Report:
Description of Consolidating Pro Forma Financial Information
Consolidating Pro Forma Balance Sheet as of March 31, 1997
Consolidating Pro Forma Statements of Operations for the nine months ended
March 31, 1997 and for the year ended June 30, 1996.
Notes to Consolidating Pro Forma Financial Information
(c) Exhibits - None.
1
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Autocam Corporation:
We have audited the accompanying combined balance sheet of Dowagiac
Manufacturing Company, Inc. (a Michigan corporation) and Hamilton-Pax, Inc. (an
Illinois corporation) (collectively, "The Hamilton Group"), both of which are
under common ownership and common management, as of December 31, 1996, and the
related combined statements of operations and shareholders' equity and of cash
flows for the year then ended. These financial statements are the
responsibility of the companies' management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the combined financial position of Dowagiac Manufacturing Company,
Inc. (a Michigan corporation) and Hamilton-Pax, Inc. (an Illinois corporation)
as of December 31, 1996, and the combined results of their operations and their
combined cash flows for the year then ended in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
August 31, 1997
F-1
<PAGE> 4
THE HAMILTON GROUP
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, 1997
(UNAUDITED) DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $2,493,973 $2,208,697
Accounts receivable 2,322,952 2,043,925
Inventories 1,631,696 1,634,632
Prepaid expenses and other 93,474 165,959
---------- ----------
TOTAL CURRENT ASSETS 6,542,095 6,053,213
PROPERTY, PLANT AND EQUIPMENT, NET 2,412,815 2,550,234
OTHER LONG-TERM ASSETS 256,194 138,854
---------- ----------
TOTAL ASSETS $9,211,104 $8,742,301
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 234,442 $ 228,080
Accrued liabilities 170,792 430,391
---------- ----------
TOTAL CURRENT LIABILITIES 405,234 658,471
DEFERRED COMPENSATION 68,301 114,566
SHAREHOLDERS' EQUITY:
Common stock 26,000 26,000
Retained earnings 8,711,569 7,943,264
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 8,737,569 7,969,264
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $9,211,104 $8,742,301
========== ==========
</TABLE>
See notes to combined financial statements.
F-2
<PAGE> 5
THE HAMILTON GROUP
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED MARCH 31, 1997 FOR THE YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
----------- -------------------
<S> <C> <C>
Sales $3,480,969 $12,441,918
Cost of sales 2,077,403 8,204,700
---------- -----------
Gross profit 1,403,566 4,237,218
Selling, general and administrative 351,882 1,126,890
---------- -----------
Income from operations 1,051,684 3,110,328
Interest and other income, net 6,943 110,180
---------- -----------
Income before tax provision 1,058,627 3,220,508
Tax provision 6,511
---------- -----------
NET INCOME $1,058,627 $ 3,213,997
========== ===========
</TABLE>
See notes to combined financial statements.
F-3
<PAGE> 6
THE HAMILTON GROUP
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------- ------------ ------------
<S> <C> <C> <C> <C>
BALANCE, 1.1.96 580 $26,000 $ 8,664,267 $ 8,690,267
Net income 3,213,997 3,213,997
Dividends to majority shareholder (3,935,000) (3,935,000)
--- ------- ----------- -----------
BALANCE, 12.31.96 580 26,000 7,943,264 7,969,264
Net income (unaudited) 1,058,627 1,058,627
Dividends to majority shareholder
(unaudited) (290,322) (290,322)
--- ------- ----------- -----------
BALANCE, 3.31.97 (UNAUDITED) 580 $26,000 $ 8,711,569 $ 8,737,569
=== ======= =========== ===========
</TABLE>
See notes to combined financial statements.
F-4
<PAGE> 7
THE HAMILTON GROUP
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31, 1997 FOR THE YEAR ENDED
(UNAUDITED) DECEMBER 31, 1996
----------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,058,627 $ 3,213,997
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 138,105 701,604
Gain on disposal of asset (6,934)
Changes in assets and liabilities that provided
(used) cash:
Accounts receivable (278,143) 291,276
Inventories 2,936 152,418
Prepaid expenses and other 72,485 (18,192)
Accounts payable 6,362 (36,626)
Accrued liabilities (259,599) 88,190
Deferred compensation (46,265) (28,801)
---------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 694,508 4,356,932
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (118,026) (708,852)
Proceeds from sale of equipment 17,266
Proceeds from sale of marketable securities 1,115,524
Loan to majority shareholder (70,000)
Insurance proceeds from casualty loss and other (884) 9,434
---------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (118,910) 363,372
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES -
Cash dividends paid (290,322) (3,935,000)
---------- -----------
NET CASH USED IN FINANCING ACTIVITIES (290,322) (3,935,000)
---------- -----------
NET INCREASE IN CASH AND EQUIVALENTS 285,276 785,304
Cash and equivalents at beginning of period 2,208,697 1,423,393
---------- -----------
CASH AND EQUIVALENTS AT END OF PERIOD $2,493,973 $ 2,208,697
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 3,735 $ 21,404
Income taxes 7,317 19,348
</TABLE>
See notes to combined financial statements.
F-5
<PAGE> 8
THE HAMILTON GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accompanying combined financial statements of
Dowagiac Manufacturing Company, Inc. and Hamilton-Pax, Inc. (together, "The
Hamilton Group"), both of which are under common ownership and management, as
of and for the year ended December 31, 1996, have been prepared in accordance
with generally accepted accounting principles.
The accompanying unaudited combined financial statements of The Hamilton Group
as of and for the three months ended March 31, 1997, have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, these financial statements reflect
all adjustments necessary to present fairly such information in accordance with
generally accepted accounting principles.
All significant intercompany accounts and transactions have been eliminated in
combination.
NATURE OF BUSINESS - The Hamilton Group is primarily engaged in the manufacture
of braking system components which are sold primarily to first- and second-tier
suppliers to the automotive industry within the United States.
CASH AND EQUIVALENTS include investments with maturities of less than 90 days.
Cash and equivalents were held at certain banks in excess of the $100,000 limit
insured by the Federal Deposit Insurance Corporation.
ACCOUNTS RECEIVABLE - All accounts due from customers are considered
collectible as of March 31, 1997 and December 31, 1996, and therefore, no
allowances for doubtful accounts were recorded.
INVENTORIES are valued at lower of cost or market, with cost determined on a
first-in, first-out basis.
PROPERTY, PLANT AND EQUIPMENT, NET, are stated at cost. Improvements and
betterments are capitalized; maintenance and repairs are charged to expense as
incurred. When equipment is retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the respective accounts and
any gains or losses arising from the disposition are reflected in income.
Depreciation is provided for over the estimated useful lives of the related
assets computed by both straight-line and accelerated methods. Leasehold
improvements are amortized over the term of the lease or their useful lives, if
shorter. Estimated useful lives by asset category are as follows:
<TABLE>
<S> <C>
Buildings 25-35 years
Building and leasehold improvements 10 years
Vehicles 3- 5 years
Machinery and equipment 5-10 years
Office equipment 5- 8 years
</TABLE>
F-6
<PAGE> 9
THE HAMILTON GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
CONCLUDED
INCOME TAXES - The Hamilton Group has elected to be taxed as an S corporation
under Section 1362 of the Internal Revenue Code. As a result, the shareholders
will include on their individual income tax returns the earnings or losses of
The Hamilton Group and pay income taxes on their allocable shares.
Accordingly, the accompanying financial statements contain no provision nor
liability for Federal income taxes. The tax provision reflected therein
represents taxes due to the State of Illinois.
REVENUE RECOGNITION - Sales are recognized at the time product is shipped.
COMMON STOCK includes the following:
- - Hamilton-Pax, Inc.: 2,000 shares authorized; 540 shares issued and
outstanding.
- - Dowagiac Manufacturing Company, Inc.: 100 shares authorized; 40 shares
issued and outstanding.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Although management believes the estimates are reasonable,
actual results could differ from those estimates.
2. INVENTORIES
Inventories consisted of the following as of March 31, 1997 and December
31, 1996:
<TABLE>
<CAPTION>
MARCH 31, 1997
(UNAUDITED) DECEMBER 31, 1996
----------- -----------------
<S> <C> <C>
Raw materials $ 559,490 $ 562,426
Work in-process 811,202 811,202
Finished goods 261,004 261,004
---------- ----------
TOTAL INVENTORIES $1,631,696 $1,634,632
========== ==========
</TABLE>
F-7
<PAGE> 10
THE HAMILTON GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED
3. PROPERTY, PLANT AND EQUIPMENT, NET
Net property, plant and equipment consisted of the following as of March 31,
1997 and December 31, 1996:
<TABLE>
<CAPTION>
MARCH 31, 1997
(UNAUDITED) DECEMBER 31, 1996
----------- -----------------
<S> <C> <C>
Land $ 76,312 $ 76,312
Buildings 1,062,545 1,062,545
Leasehold improvements 200,000 200,000
Machinery and equipment 6,337,542 6,336,857
Vehicles 197,128 197,128
Furniture and fixtures 245,579 245,579
----------- -----------
TOTAL 8,119,106 8,118,421
Accumulated depreciation and amortization (5,706,291) (5,568,187)
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET $ 2,412,815 $ 2,550,234
=========== ===========
</TABLE>
4. RELATED PARTY TRANSACTIONS
The Hamilton Group leases its Dowagiac, Michigan manufacturing facilities from
a trust under which the majority shareholder is a beneficiary on a
month-to-month basis. Rent expense for the three months ended March 31, 1997
(unaudited) and year ended December 31, 1996 was $22,300 and $89,300,
respectively.
In January 1991, The Hamilton Group entered into a deferred compensation
agreement with a former officer which requires annual payments of $50,000 to
him or his designated beneficiary for a ten-year period ending January 2000. A
liability has been established equal to the present value of the obligation.
The Hamilton Group is affiliated through common ownership and management with
Charles Laue, Ltd. Advances of $20,000 were made to Charles Laue, Ltd. in
1996.
As of December 31, 1996, $70,000 was advanced to the majority shareholder.
Such amount is included in Accounts Receivable.
5. TRANSACTIONS WITH MAJOR CUSTOMER
A major customer accounted for 67% of sales in 1996. Outstanding accounts
receivable from this customer totaled $1,575,000 (unaudited) and $1,319,000 as
of March 31, 1997 and December 31, 1996, respectively.
F-8
<PAGE> 11
THE HAMILTON GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS - CONCLUDED
6. SUBSEQUENT EVENT
A majority of the assets of The Hamilton Group were purchased by Autocam-Pax,
Inc., a wholly-owned subsidiary of Autocam Corporation, on June 30, 1997 for
$18,081,000, and certain liabilities totaling $699,000 as of June 30, 1997 were
assumed.
F-9
<PAGE> 12
CONSOLIDATING PRO FORMA FINANCIAL INFORMATION
On June 30, 1997, Autocam-Pax, Inc., a wholly-owned subsidiary of Autocam
Corporation (the "Company"), purchased a majority of the assets of Dowagiac
Manufacturing Company, Inc. and Hamilton-Pax, Inc. (together, "The Hamilton
Group"), both of which are under common ownership and management, for
$18,081,000 in cash, and assumed certain liabilities totaling $699,000 as of
June 30, 1997. The associated Asset Purchase Agreement, dated June 30, 1997,
is incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, filed
July 14, 1997.
In addition to its customer base, the primary assets of The Hamilton Group
include accounts receivable, inventories of automotive braking system
components, machinery and other fixed assets, and manufacturing facilities in
Dowagiac, Michigan and Gaffney, South Carolina. The Hamilton Group's corporate
offices are in Chicago, Illinois. Although certain inventories and machinery
and other fixed assets located in Chicago were included in the purchase,
neither the services of the personnel, nor the land and building were acquired.
The following unaudited consolidating pro forma balance sheet as of March 31,
1997 is based upon the historical consolidated financial statements of the
Company and the combined financial statements of The Hamilton Group as of that
date, after giving effect to the acquisition as if such transaction had
occurred on March 31, 1997. The following unaudited consolidating pro forma
statements of operations for the nine months ended March 31, 1997 and for the
year ended June 30, 1996 are based upon the historical consolidated financial
statements of the Company and combined financial statements of The Hamilton
Group for those periods, after giving effect to the acquisition as if such
transaction had occurred on July 1, 1995.
The consolidating pro forma financial statements may not be indicative of the
results that actually would have been attained if the acquisition had occurred
on the dates indicated or which may be attained in the future.
The consolidating pro forma adjustments are described in the accompanying notes
to the consolidating pro forma financial statements. The consolidating pro
forma financial statements should be read in conjunction with the notes thereto
and the consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1996 and
Quarterly Report on Form 10-Q for the three and nine months ended March 31,
1997, and the combined financial statements of The Hamilton Group presented
elsewhere in this Amendment to Current Report on Form 8-K.
F-10
<PAGE> 13
CONSOLIDATING PRO FORMA BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THE THE HAMILTON PRO FORMA PRO FORMA
COMPANY (1) GROUP (2) ADJUSTMENTS (3) COMBINED
----------- ------------ --------------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 1,517,832 $2,493,973 ($2,492,084) $ 1,519,721
Accounts receivable 6,611,421 2,322,952 (21,505) 8,912,868
Inventories 4,050,244 1,631,696 (13,195) 5,668,745
Prepaid expenses and other 714,757 93,474 17,135 825,366
----------- ---------- ------------ -----------
TOTAL CURRENT ASSETS 12,894,254 6,542,095 (2,509,649) 16,926,700
PROPERTY, PLANT AND EQUIPMENT, NET 43,213,632 2,412,815 6,004,523 51,630,970
GOODWILL 2,148 7,553,181 7,555,329
OTHER LONG-TERM ASSETS 8,809,450 256,194 (138,854) 8,926,790
----------- ---------- ------------ -----------
TOTAL ASSETS $64,919,484 $9,211,104 $ 10,909,201 $85,039,789
=========== ========== ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term obligations $ 4,756,150 $ 1,250,000 $ 6,006,150
Accounts payable 4,970,612 $ 234,442 5,205,054
Accrued liabilities 1,676,343 170,792 1,465,074 3,312,209
----------- ---------- ------------ -----------
TOTAL CURRENT LIABILITIES 11,403,105 405,234 2,715,074 14,523,413
LONG-TERM OBLIGATIONS, NET OF CURRENT
MATURITIES 10,632,535 16,830,696 27,463,231
DEFERRED CREDITS AND OTHER LIABILITIES 7,611,588 68,301 101,000 7,780,889
SHAREHOLDERS' EQUITY 35,272,256 8,737,569 (8,737,569) 35,272,256
----------- ---------- ------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $64,919,484 $9,211,104 $ 10,909,201 $85,039,789
=========== ========== ============ ===========
</TABLE>
See notes to consolidating pro forma financial information.
F-11
<PAGE> 14
CONSOLIDATING PRO FORMA STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THE
THE HAMILTON PRO FORMA PRO FORMA
COMPANY (1) GROUP (2) ADJUSTMENTS NOTES COMBINED
------------- ------------ ------------ ----- ----------
<S> <C> <C> <C> <C> <C>
Sales $45,975,116 $9,461,874 $55,436,990
Cost of sales 35,910,481 6,009,018 $ 314,036 (4) 42,233,535
----------- ---------- ----------- -----------
Gross profit 10,064,635 3,452,856 (314,036) 13,203,455
Selling, general and administrative 2,872,478 715,623 3,588,101
----------- ---------- ----------- -----------
Income from operations 7,192,157 2,737,233 (314,036) 9,615,354
Interest and other income (expense), net (1,018,995) 18,871 (948,528) (5) (1,948,652)
----------- ---------- ----------- -----------
Income before tax provision 6,173,162 2,756,104 (1,262,564) 7,666,702
Tax provision 2,147,839 507,804 (6) 2,655,643
----------- ---------- ----------- -----------
PRO FORMA NET INCOME $ 4,025,323 $2,756,104 $(1,770,368) $ 5,011,059
=========== ========== =========== ===========
PRO FORMA NET INCOME PER SHARE $ .70 $ .87
=========== ===========
Pro forma weighted average shares
outstanding 5,774,926 5,774,926
</TABLE>
See notes to consolidating pro forma financial information.
CONSOLIDATING PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THE
THE HAMILTON PRO FORMA PRO FORMA
COMPANY (1) GROUP (2) ADJUSTMENTS NOTES COMBINED
------------- ------------ ------------ ----- ----------
<S> <C> <C> <C> <C> <C>
Sales $57,711,295 $12,854,452 $70,565,747
Cost of sales 44,231,105 7,785,797 $ 313,360 (4) 52,330,262
----------- ---------- ----------- -----------
Gross profit 13,480,190 5,068,655 (313,360) 18,235,485
Selling, general and administrative 3,581,122 1,020,498 4,601,620
----------- ---------- ----------- -----------
Income from operations 9,899,068 4,048,157 (313,360) 13,633,865
Interest and other income (expense), net (1,396,155) 119,447 (1,452,661) (5) (2,729,369)
----------- ---------- ----------- -----------
Income before tax provision 8,502,913 4,167,604 (1,766,021) 10,904,496
Tax provision 2,913,866 8,611 822,222 (6) 3,744,699
----------- ---------- ----------- -----------
PRO FORMA NET INCOME $ 5,589,047 $ 4,158,993 $(2,588,243) $ 7,159,797
=========== ============ =========== ===========
PRO FORMA NET INCOME PER SHARE $ .97 $ 1.24
=========== ===========
Pro forma weighted average shares
outstanding 5,778,300 5,778,300
</TABLE>
See notes to consolidating pro forma financial information.
F-12
<PAGE> 15
NOTES TO CONSOLIDATING PRO FORMA FINANCIAL INFORMATION
<TABLE>
<S><C>
1. Historical Balance Sheet as of March 31, 1997 and the historical
Statements of Operations for the nine months ended March 31, 1997 and the
year ended June 30, 1996 of the Company.
2. Historical Balance Sheet as of March 31, 1997 and the historical
Statements of Operations for the nine months ended March 31, 1997 and the
year ended June 30, 1996 of The Hamilton Group.
3. Represents the consolidating pro forma balance sheet adjustments required
to account for the acquisition as a purchase, including the following:
- To eliminate certain cash and equivalents, receivables, prepaid
expenses, property, plant and equipment, and other long-term assets
not acquired.
- To adjust inventories and certain prepaid expenses acquired to
their estimated fair values.
- To adjust property, plant, and equipment acquired to its estimated
fair market value and eliminate historical accumulated depreciation.
- To record goodwill as the excess of the acquisition cost over the
fair value of the net assets acquired.
- To eliminate certain accrued liabilities not assumed.
- To reflect the financing transactions related to the acquisition.
Such financing was presented as a $10,000,000 acquisition term note,
payable in equal principal amounts over six years. The balance of the
acquisition price was assumed to have been financed with a revolving
credit note classified as a long-term obligation. All borrowings were
assumed to bear interest at 8% per annum.
- To record $1,000,000 of contingent consideration relating to the
acquisition, and record liabilities relating to other acquisition costs
(e.g., professional services).
- To adjust accrued liabilities to their present values.
- To record a liability for deferred State income tax.
- To eliminate The Hamilton Group's historical shareholders' equity.
4. Represents the consolidating pro forma income statement adjustments
required to account for the acquisition as a purchase, including the
following:
- To adjust depreciation expense reflecting the differences in the
Company's and The Hamilton Group's depreciable bases of property, plant
and equipment.
- To record goodwill amortization. Goodwill was assumed to be
amortized over twenty years on a straight-line basis.
- To eliminate certain expenses associated with The Hamilton Group's
Chicago facility as such facility was not acquired, nor were the
services of certain personnel employed there retained.
5. To record interest expense associated with the financing of the
acquisition.
6. To record a provision for Federal income taxes as The Hamilton Group
elected to be taxed as a subchapter S corporation under Section 1362 of
the Internal Revenue Code.
</TABLE>
F-13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 9, 1997
AUTOCAM CORPORATION
/s/ WARREN A. VELTMAN
--------------------------------------
Warren A. Veltman, Principal Financial
and Accounting Officer
