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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): DECEMBER 30, 1997
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DEFLECTA-SHIELD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-23238 42-1411117
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
1800 NORTH NINTH STREET, INDIANOLA, IA 60016
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (515) 961-6100
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
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On December 30, 1997, Zephyros Acquisition Corporation, a
Delaware corporation ("Purchaser"), closed the acquisition (the
"Acquisition") of 4,742,411 shares of Common Stock (the "Purchased Shares")
of the registrant for per share consideration of $16.00 net to the holders
of the Purchased Shares in cash (the "Offer Price"), or total consideration
of $75,878,576, upon the terms and conditions set forth in the Offer to
Purchase, dated November 28, 1997 (the "Offer to Purchase"), and the
related Letter of Transmittal (together with the Offer to Purchase, the
"Offer"). The Offer was made pursuant to the Agreement and Plan of Merger,
dated as of November 25, 1997 (the "Merger Agreement"), by and among the
registrant, Purchaser and Lund International Holdings, Inc., a Delaware
corporation and the sole shareholder of Purchaser ("Parent").
The Purchased Shares represented approximately 98.8% of the
issued and outstanding shares of Common Stock of the registrant as of
December 30, 1997. Pursuant to the terms of the Merger Agreement,
Purchaser will be merged with and into the registrant (the "Merger"), with
the registrant surviving the Merger. In the Merger, the holders of the
remaining shares of Common Stock of the registrant as of the effective time
of the Merger (other than Parent and its affiliates) will receive an amount
per share in cash equal to the Offer Price, without interest thereon. The
shares of Common Stock of Purchaser outstanding immediately prior to the
Merger shall be converted into shares of Common Stock of the registrant.
The funds for the purchase of the Purchased Shares were obtained
from (i) an equity investment in Parent of approximately $30 million from
an affiliate of Harvest Partners, Inc., (ii) a loan to Purchaser of
approximately $41 million from Heller Financial, Inc. ("Heller"), pursuant
to the Tender Offer Loan Agreement, dated as of December 30, 1997 (the
"Loan Agreement"), by and among the Parent, Purchaser and Heller, as agent
for the lenders and as lender, and (iii) working capital of Parent. The
current interest rate for the loan is the Base Rate (which, generally, is
defined in the Loan Agreement to mean the rate of interest from time to
time published by the Board of Governors of the Federal Reserve System as
the "Bank Prime Loan" rate in Federal Reserve Statistical Release
H.15(519)) plus 1.5% per annum. To secure their obligations under the Loan
Agreement, Parent pledged its shares of stock in certain of its
subsidiaries and Purchaser pledged the Purchased Shares. In addition,
borrowings under the Loan Agreement are required to be repaid not later
than the earlier to occur of (i) the Merger or (ii) June 30, 1998 (the
"Termination Date"). If such borrowings are not repaid by the Termination
Date, then the interest rate will be equal to the then applicable Interest
Rate plus 2% per annum, provided that for each 90 day period that
borrowings are not so paid (the first such period to commence on the 91st
day after the Termination Date), beginning on the first day of such period,
the interest rate (as increased) shall increase by an additional 1% percent
per annum (not to exceed 18% per annum).
If the Termination Date has occurred and the interest rate under
the Loan Agreement is equal to 18% per annum at any time, Heller would be
entitled to purchase shares of Parent's Common Stock pursuant to the
Warrant to Purchase Common Stock of Lund International Holdings, Inc.,
dated December 30, 1997 (the "Warrant"), initially equal to 2% of the fully
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diluted shares, as defined in the Warrant, of Parent, subject to increase
by an additional 2% of the fully diluted shares on the first day of each
succeeding calendar quarter until all amounts owing under the Loan
Agreement are paid in full. The initial warrant price is $.01 per share of
the Common Stock of Parent.
The statements in this Item 1 are intended to summarize the
transactions and documents referred to in this Item 1. Such statements are
qualified in their entirety by reference to the exhibits listed in Item 7
hereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
1. Agreement and Plan of Merger, dated as of November 25, 1997,
by and among the Parent, the Purchaser and the registrant.*
2. Stockholder Agreement, dated November 25, 1997, by and
between the Parent and Mark C. Mamolen.*
3. Stockholder Agreement, dated November 25, 1997, by and
between the Parent and Charles S. Meyer.*
4. Press Release issued by the registrant, dated November 26,
1997.*
5. Press Release, dated December 30, 1997.
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*Incorporated herein by reference to file number 005-44017.
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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 thereunto duly authorized.
DEFLECTA-SHIELD CORPORATION
By: /s/ Ronald Fox
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Name: Ronald Fox
Title: Chief Financial Officer
Dated: January 14, 1998
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EXHIBIT INDEX
Exhibit Description
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5. Press Release, dated December 30, 1997.
Exhibit 5
Contacts:
FOR LUND INTERNATIONAL HOLDINGS FOR HARVEST PARTNERS
William J. McMahon/Kathy Smith George Sard/Anton Nicholas/
612/576-4200 Brandy Bergman
Sard Verbinnen & Co.
212/687-8080
LUND INTERNATIONAL COMPLETES TENDER OFFER
FOR DEFLECTA-SHIELD
ANOKA, MINNESOTA, DECEMBER 30, 1997 - Lund International
Holdings, Inc. (NASDAQ: LUND), a leading manufacturer of
appearance accessories for light trucks, today announced that its
cash tender offer for all outstanding common stock of Deflecta-
Shield Corporation (NASDAQ: TRUX) at $16 per share expired at
12:00 midnight (EST) Monday, December 29, 1997. Lund, through a
wholly-owned subsidiary, has accepted for payment all shares
tendered.
Based on information provided by the Depositary for the tender
offer, a total of approximately 4,742,411 shares of Common Stock
were tendered, which include 34,309 shares delivered pursuant to
the guarantee delivery procedures. This represents approximately
98.8% of the outstanding shares of Deflecta-Shield which have
been validly tendered and not withdrawn pursuant to Lund's
previously announced tender offer.
In the Second step of the acquisition, Deflecta-Shield will
become a wholly-owned subsidiary of Lund. Because at least 90%
of Deflecta-Shield's outstanding shares were tendered, the merger
may be effected without a meeting of Deflecta-Shield will be
converted into and represent the right to receive $16 in cash,
without interest.
Based in Anoka, Minnesota, Lund International Holdings is a
leading designer, manufacturer and marketer of a broad line of
fiberglass and plastic appearance accessories for new and used
light trucks, including pick-up trucks, sport utility vehicles,
minivans and other vans.
With annual sales of $72 million, Deflecta-Shield Corporation
manufactures plastic, fiberglass and aluminum appearance
accessories for light trucks and heavy trucks. Based in
Indianola, Iowa, the company also supplies suspension systems and
shock absorbers for light trucks.
