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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): December 30, 1999
JPE, INC. (d/b/a ASCET INC)
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or Other Jurisdiction of Incorporation)
0-22580 38-2958730
(Commission File No.) (IRS Employer Identification No.)
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30400 Telegraph Road, Suite 401
Bingham Farms, Michigan 48025
(Address of Principal Executive Offices) (Zip Code)
(248) 723-5531
(Registrant's Telephone Number, Including Area Code)
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Item 1 Changes in Control of Registrant
As of December 29, 1999 each of ASC Holdings LLC ("ASC") and Kojaian
Holdings LLC ("Kojaian") beneficially owned approximately 47.5% of the voting
securities of the Registrant (the "Company"). Pursuant to the terms of a letter
agreement (the "Letter Agreement") dated August 30, 1999 regarding the purchase
of JPE, Inc. Capital Stock among ASC and the sole member of ASC (Heinz C.
Prechter) and Kojaian and the members of Kojaian (Mike Kojaian and C. Michael
Kojaian), Heinz C. Prechter agreed to purchase (through ASC or otherwise)
4,720,710 common shares and 976,176,095 First Series Preferred Shares of the
Company from Kojaian for $9,200,000. The Agreement was subject to the conditions
precedent of (i) obtaining the consent of Comerica Bank, the Company's lender,
and (ii) the termination of the applicable waiting period under the
Hart-Scott-Rodino Act. On December 30, 1999, the last of the conditions
precedent was fulfilled, and on such date the Agreement was consummated.
In connection with obtaining the consent of Comerica Bank to the
consummation of the Letter Agreement, Kojaian was released from its Guaranty of
the indebtedness of the Company to Comerica Bank as provided in the Guaranty
dated May 27, 1999 among ASC, Kojaian, SAC Corporation, API/JPE, Inc. and
Comerica Bank (the "Guaranty"). Kojaian's obligations under the Guaranty were
collateralized by a pledge of all of the shares of capital stock of the Company
owned by Kojaian. As a result of such release, ASC and two of the company's
subsidiaries, SAC Corporation and API/JPE, Inc., remain the sole guarantors of
the Company's indebtedness to Comerica Bank, pursuant to the Guaranty. ASC's
obligation under the Guaranty remains collateralized by a pledge of all of
shares of capital stock of the Company now or hereafter owned by ASC.
Upon consummation of the Agreement, ASC directly and Heinz C. Prechter,
indirectly through ASC, owned a total of 9,441,420 common shares and
1,952,352.19 First Series Preferred Shares of the Company, constituting
approximately 95% of the beneficial interests of the Company. The purchase price
was paid from personal funds of Heinz C. Prechter. In addition, the Shareholders
Agreement dated May 27, 1999 which included provisions, addressing among other
things, the nomination, election, and voting of members to the Board of
Directors had been terminated upon the execution of the Letter Agreement.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Letter Agreement, dated August 30, 1999, among Mike Kojaian, C.
Michael Kojaian, Kojaian Holdings LLC, Heinz C. Prechter and ASC
Holdings LLC, filed with this report.
10.2 Release of Guarantor (Kojaian Holdings LLC) from Guaranty dated May
27, 1999
20.1 Press Release dated December 30, 1999 announcing ASC Holdings LLC
becomes majority owner of Registrant.
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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.
JPE, INC.
Date: January __, 2000 /s/ Joseph E. Blake
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Joseph E. Blake
Vice President and Chief Financial Officer
(Principal Accounting Officer)
Mike Kojaian
C. Michael Kojaian
1400 N. Woodward Avenue
Suite 250
Bloomfield Hills, MI 48304
August 30, 1999
Heinz C. Prechter
One Heritage Place
Suite 400
Southgate, MI 48195
Re: Purchase of JPE, Inc. Capital Stock
Dear Heinz:
1. Background. As you are aware, Kojaian Holdings LLC, a Michigan
limited liability company (100% owned by Mike Kojaian ("Mike") and C. Michael
Kojaian ("Michael")) owns 4,720,710 common shares and 976,176.095 First Series
Preferred Shares of JPE, Inc., a Michigan corporation (collectively, the
"Kojaian Shares").
2. Share Purchase. This letter confirms our agreement that you or ASC
Holdings LLC, a Michigan limited liability company (100% owned by you) (as
applicable, the "Purchaser"), shall acquire all of the Kojaian Shares from
Kojaian Holdings LLC. The purchase price for the Kojaian Shares shall be
$9,200,000 (the "Purchase Price").
3. The Closing. The Closing shall take place on August 31, 1999, or if
a longer time is required under applicable law, within three business days after
the latter of the earliest date permissible under applicable law (the "Closing
Date"). At the closing, (a) you shall pay Kojaian Holdings LLC the Purchase
Price by wire transfer of cash and (b) Kojaian Holdings LLC shall deliver the
certificates representing the Purchased Shares, duly endorsed in blank (or
accompanied by assignments separate from certificate, duly endorsed in blank).
4. Termination of Shareholder Agreement. The Shareholder Agreement
between Kojaian Holdings LLC and ASC Holdings LLC dated May 27, 1999 is hereby
terminated.
5. Approvals. The closing of the transaction is subject to the
termination of the applicable Hart-Scott-Rodino waiting period. The parties
shall cooperate in the preparation of any and all filings required by
Hart-Scott-Rodino, which filings shall be prepared by legal counsel for Kojaian
Holdings LLC.
6. No Waiver. No waiver of any breach of any provision of this letter
agreement shall be deemed a waiver of any preceding or succeeding breach or of
any other provision of this letter agreement. No extension of time for
performance of any obligations or acts under this letter agreement shall be
deemed an extension of the time for performance of any other obligations or acts
under this letter agreement.
7. Successors and Assigns. This letter agreement shall bind and inure
to the benefit of the parties and their successors and assigns; provided that
neither party may assign this letter agreement without the prior written consent
of the other.
8. Severability. The provisions of this letter agreement shall be
deemed severable, and if any provision or part of this letter agreement is held
illegal, void or invalid under applicable Law, such provision or part may be
construed or deemed changed by a court of competent jurisdiction to the extent
reasonably necessary to make the provision or part as so construed or changed,
legal, valid and binding. If any provision of this letter agreement is held
illegal, void or invalid in its entirety, the remaining provisions of this
letter agreement shall not in any way be affected or impaired but shall remain
binding in accordance with their terms.
9. Entire Agreement. This letter agreement contains the entire
agreement of the parties with respect to this matter and supersedes the letter
agreements regarding the JPE, Inc. Put dated May 27, 1999, and the Restated and
Amended JPE, Inc. Put dated July 27, 1999. This letter agreement may be altered
or amended only by an instrument in writing, duly executed by each party.
10. Cost of Litigation. If any party breaches this letter agreement and
if counsel is employed to enforce this letter agreement, the successful party
shall be entitled to Fees and Costs (as defined in the Investment Agreement
dated April 28, 1999 among Kojaian Holdings LLC, ASC Holdings LLC and JPE, Inc.)
associated with such enforcement.
11. Interpretation. This letter agreement is being entered into among
competent and experienced business persons, represented by counsel, and have
been reviewed by the parties and their counsel. Therefore, any ambiguous
language in this letter agreement shall not necessarily be construed against any
particular party as the drafter of such language.
12. Counterparts. This letter agreement may be executed in counterparts
(by facsimile transmission or otherwise), each of which when so executed shall
be deemed an original, but both of such counterparts together shall constitute
one and the same instrument.
13. Applicable Law; Venue. This letter agreement shall be construed in
accordance with and governed by the laws of the State of Michigan without regard
to principles of conflicts of laws. The parties acknowledge that the United
States District Court for the Eastern District of Michigan or the Circuit Court
for the County of Oakland shall have exclusive jurisdiction over any case or
controversy arising out of or relating to this letter agreement and that all
litigation arising out of or relating to this letter agreement shall be
commenced in the United States District Court for the Eastern District of
Michigan or in the Oakland County Circuit Court.
14. Expenses. Except as otherwise provided in this letter agreement,
each party shall bear his or its own expenses in connection with this letter
agreement, including costs and expenses of his or its respective attorneys,
accountants, consultants and other professionals. Notwithstanding the foregoing,
the Purchaser shall pay (a) all costs, filing fees and expenses incurred in
connection with meeting the requirements of Hart-Scott-Rodino, and (b) any
applicable transfer or other taxes of any kind whatsoever imposed on the parties
due to the consummation of this agreement.
Sincerely,
/s/ Mike Kojaian
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Mike Kojaian
/s/ C. Michael Kojaian
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C. Michael Kojaian
Kojaian Holdings LLC
By: /s/ Mike Kojaian
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Mike Kojaian, Its Member
By: /s/ C. Michael Kojaian
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C. Michael Kojaian, Its Member
Accepted and agreed to as of August 30, 1999:
By: /s/ Heinz C. Prechter
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Heinz C. Prechter
ASC Holdings LLC
By: /s/ Heinz C. Prechter
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Heinz C. Prechter, Its Member
RELEASE OF GUARANTOR
Kojaian Holdings LLC ("Kojaian"), a Guarantor under that certain
Guaranty dated as of May 27, 1999 executed by Kojaian, ASC Holdings LLC,
API/JPE, Inc. and SAC Corporation ("Guaranty") guarantying all Indebtedness of
JPE, Inc., Brake, Axle and Tandem Company Canada, Inc., Dayton Parts, Inc., JPE
Finishing, Inc., Plastic Trim, Inc. and Starboard Industries, Inc. to Comerica
Bank is hereby released from its obligations and liabilities under the Guaranty.
All Capitalized terms used but not defined herein shall have the
meanings given to them in the Guaranty.
Dated: December 30, 1999
COMERICA BANK
By: /s/ Richard S. Arceci
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Richard S. Arceci
Its: Vice President
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Acknowledged by and
Agreed to this 30 day of
December, 1999:
ASC HOLDINGS LLC
By: /s/ David L. Treadwell
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David L. Treadwell
Its: President and Chief Executive Officer
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API/JPE, INC.
By:/s/ David L. Treadwell
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David L. Treadwell
Its: Chairman
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SAC CORPORATION
By: /s/ David L. Treadwell
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David L. Treadwell
Its: Chairman
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ASC BECOMES MAJORITY OWNER
OF ASC EXTERIOR TECHNOLOGIES
SOUTHGATE, Mich., Dec. 30, 1999 ASC Holdings, an affiliate of ASC
Incorporated, has acquired shares of ASC Exterior Technologies (ASCET INC) (OTC
BB: JPEI) from Kojaian Holdings LLC, and now holds approximately 95 percent of
the company. The announcement was made by David Treadwell, chairman of ASC
Exterior Technologies and CEO of ASC Holdings.
In May 1999, ASC Holdings LLC and Kojaian Holdings LLC acquired
controlling interest in JPE, Inc., which began doing business as ASC Exterior
Technologies.
The Company is a Tier 1 supplier of automotive exterior trim packages
and aftermarket heavy truck parts. Operations are located in Beaver Creek, Ohio,
East Tawas, Mich., and Harrisburg, Pa., and the company employs approximately
950. ASC Exterior Technologies has sales of approximately $155 million.
ASC Incorporated is a global specialty vehicle and systems company with
five operating activities: Creative Services provide automotive design,
engineering and prototype services; Specialty Vehicles supplies the automotive
industry manufacturing expertise, development and production of specialty
vehicles; Engineered Systems manufactures and distributes open-air systems
(sunroofs and convertible tops) for OEM and aftermarket applications; Composite
Systems produces removable hardtops and other molded products for OEM and
aftermarket applications; and Aftermarket Products develops and distributes and
distributes vehicle accessories for the aftermarket.
Headquartered in Southgate, ASC maintains operations through the U.S.
and Canada, and in Germany and Korea. ASC and its family of companies employs
more than 4,5000 people in over 30 facilities, and has annual sales of over $900
million. For more information about ASC Incorporated, visit www.ascglobal.com.
