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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 28, 2000.
SIMPSON INDUSTRIES, INC.
(Exact name of Registrant as Specified in Charter)
Michigan 0-6611 38-1225111
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
47603 Halyard Drive, Plymouth, Michigan, 48170
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313) 207-6200
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On September 29, 2000, Simpson Industries, Inc., a Michigan corporation
(the "Company"), announced that it has entered into an Agreement and Plan of
Merger dated September 29, 2000 (the "Agreement and Plan of Merger") with Simmer
Acquisition Company LLC, a Delaware limited liability company, and Simmer
Acquisition Corporation, a Michigan corporation (the "Merger Sub"), pursuant to
which the Merger Sub would merge with and into the Company, with the Company as
the surviving corporation. Heartland Industrial Partners, L.P., a Delaware
limited partnership ("Heartland"), controls the Merger Sub and, as a result of
the transactions contemplated by the Agreement and Plan of Merger, Heartland
will acquire control of the Company. The Agreement and Plan of Merger provides
that each share of common stock of the Company, par value $1.00 per share (the
"Common Stock"), issued and outstanding at the time of the closing of the
merger will be converted into the right to receive $13.00 in cash.
The merger is subject to certain conditions, including the completion of
financing, the approval by holders of a majority of the shares of the common
stock of the Company and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is being financed
with equity contributions from Heartland Industrial Partners, L.P., and other
co-investors. Debt financing commitments have been provided by The Chase
Manhattan Bank and Credit Suisse First Boston.
The Company issued a press release (the "Press Release") generally
describing the transaction on September 29, 2000.
The foregoing description of the Agreement and Plan of Merger and the Press
Release is qualified in its entirety by reference to the Agreement and Plan of
Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference, and to the Press Release, a copy of which is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Agreement and Plan of Merger dated September 29, 2000
99.2 Press Release dated September 29, 2000
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SIGNATURE
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.
SIMPSON INDUSTRIES, INC.
/S/ Vinod M. Khilnani
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Vinod M. Khilnani
Vice President and
Chief Financial Officer
Dated: October 12, 2000
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EXHIBIT INDEX
99.1 Agreement and Plan of Merger dated September 29, 2000
99.2 Press Release dated September 29, 2000
