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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) JANUARY 27, 1999
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BOYDS WHEELS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-26738 93-1000272
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
1572 NORTH BATAVIA, SUITE 1A, ORANGE, CALIFORNIA 92867
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 685-1111
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Page 1 of 4
Exhibit Index on Page 3
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On January 30, 1998, Boyds Wheels, Inc. (The "Company") and its wholly owned
subsidiary, Hot Rods by Boyd (the "Subsidiary") filed petitions in the United
States Bankruptcy Court for the Central District of California, Santa Ana
Division (Case Nos. SA 98-11545RA and SA 98-11547RA, respectively), assigned to
Judge Robert Alberts, seeking reorganization under Chapter 11 of the Federal
Bankruptcy Code (the "Code").
On January 27, 1999, the Bankruptcy Court entered an order (the "Confirmation
Order") confirming the First Amended Plan of Reorganization, as modified
pursuant to hearings of November 12-13, 1998, with Debtors in Possession as
co-proponents (the "Plan"). The following is a summary of the material features
of the Plan and is qualified in its entirety by reference to the Plan itself.
The Plan generally provides for, among other things: (i) the substantive
consolidation of the Company and the Subsidiary into one consolidated entity
(collectively, the "Debtors"), with assets and liabilities to be pooled and
liabilities to be satisfied from a common fund; (2) the payment in full of the
allowed secured claim of El Dorado Bank through the proceeds of the sale of
certain real property located at 11121 and 11981 Dale Street, Stanton,
California (the "Dale Street Property"); (2) the payment in full of the secured
claims of City National Bank (CNB") through a contribution of capital from
Automotive Performance Group ("APG") in the amount of $500,000, the receipt of
the Company's tax refund believed to be approximately $350,000, and payment of
certain other additional amounts as specified in the Plan; (3) the payment of
allowed administrative claims from the proceeds of the sale of Debtors'
unencumbered assets, and to the extent that funds generated from such sale are
insufficient, APG will provide sufficient cash so that the maximum amount of
$1,100,000 may be applied pro rata toward the payment of allowed administrative
claims; (4) the issuance to holders of allowed unsecured claims of 200,000
shares of AGP common stock, on a pro-rata basis; (5) the reorganization of the
Debtors and their remaining assets under the management and control of APG (APG
is a publicly traded company, ticker symbol RACG), with APG to be issued new
common stock in the Company pursuant to Section 1145 of the Code such that it
will own approximately 80% of the outstanding common stock of the Company after
issuance; (6) issuance of additional shares of common stock to holders of
allowed unsecured claims pursuant to Section 1145 of the Code such that holders
will own approximately 17% of the outstanding common stock of the Company after
issuance; (7) the effective dilution of existing shareholders such that existing
shareholders will own approximately 3% of the outstanding common stock of the
Company after the issuance of shares of common stock to APG and holders of
allowed unsecured claims; (8) the pledge by APG of up to $2,000,000 in cash (to
capitalize the Debtors); (9) the pledge by APG of up to $50,000 to pursue and
litigate certain bankruptcy related claims and other potential causes of action;
(10) the assumption or rejection of certain executory contracts to which Debtors
were parties, including the rejection of the Consulting Agreement with Boyd
Coddington, dated November 1, 1997.
A copy of the Press Release issued by the Company on January 22, 1999, reporting
the confirmation of the Plan by the Bankruptcy Court is filed as an exhibit
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits
99 Text of Press Release dated January 22, 1999 re: Boyds
Wheels, Inc. Emerges From Bankruptcy; Plan of
Reorganization Confirmed.
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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.
BOYDS WHEELS, INC.
Date: February 11, 1999 By: /s/ Jack Karkosky
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Jack Karkosky
Acting President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
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<C> <S> <C>
99 Press Release RE: Boyds Wheels, Inc. Emerges From Bankruptcy;
Plan of Reorganization Confirmed.
</TABLE>
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BOYDS WHEELS, INC.
EXHIBIT 99
TEXT OF PRESS RELEASE DATED JANUARY 11, 1999
BOYDS WHEELS, INC. EMERGES FROM BANKRUPTCY; PLAN OF REORGANIZATION CONFIRMED
STANTON, Calif., Jan. 11 /PRNewswire/ -- Boyds Wheels, Inc. (OTC Bulletin Board:
BYDSQ - news) and its wholly owned subsidiary, Hot Rods by Boyd, has emerged
from the protection of the bankruptcy system by confirming a joint plan of
reorganization before the United States Bankruptcy Court, Santa Ana Division.
The plan was accepted by 85 percent of Boyds Wheels' creditors.
Under the plan of reorganization, Automotive Performance Group will infuse
approximately $2 million to recapitalize the companies and will take an 80
percent controlling interest. Boyds Wheels, Inc. intends to resume its
manufacturing operations, which ceased last year. Under the plan, Boyds
anticipates that most of its manufacturing activities will be outsourced to Asia
to reduce future production costs and overhead.
"The overwhelming acceptance of the plan by a majority of the Boyds' creditors
made confirmation a mere formality," stated Evan D. Smiley of Costa Mesa-based
Albert, Weiland & Golden, LLP, which filed the Chapter 11 bankruptcy and plan of
reorganization on behalf of Boyds Wheels, Inc. "Decisions to discontinue
manufacturing operations, and auction off unprofitable fixed assets have been
carefully executed, enabling Boyds to cut overhead costs. This drastic
restructuring allowed Boyds to reach a consensus among the creditors and will
give Boyds an opportunity to make a profitable comeback."
The reorganization process includes provisions for the approximate 300 creditors
to receive 17 percent of the publicly traded stock of Boyds (BYDSQ), as well as
their pro-rata share of 200,000 shares of APG, which trades under the symbol
(RACG). APG is the parent company of the Scott Bodine Racing and Team Scandia
racing teams, Klein Engines and Royal Purple Motor oil. The 3,500,000 existing
equity holders of Boyds will retain 3 percent of Boyds' stock.
According to Jack Karkosky, president of Boyds, "Boyds Wheels has spent the last
six months working hard to reach a consensus and come up with a plan of
reorganization that serves the best interest of all of the company's
constituents including its creditors and shareholders. We believe this plan
allows Boyds to effectively achieve this goal."
Boyds announced that it had filed for Chapter 11 in January 1998. A plan of
reorganization was filed with the United States Bankruptcy Court in July.
SAFE HARBOR STATEMENT
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act. With
the exception of the historical information contained in this release, the
matters described herein contain forward-looking statements that involve risk
and uncertainties. These risk factors include, but are not limited to, the
ability of the company to quickly resume full scale business operations, the
impact of market forces of supply and demand on pricing and other competitive
pressures on pricing, governmental regulations, financial projections,
production difficulties, the ability of the Company to get its stock re-listed
on a recognized stock exchange and the long or short term value of its
securities and/or any securities to be issued to creditors in connection with
the reorganization (the value of which is uncertain and speculative), and/or
other factors outside the control of the Company. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to release publicly the
result of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
