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): January 28, 2000
JPS AUTOMOTIVE, INC.
JPS AUTOMOTIVE PRODUCTS CORP.
(Exact name of registrants as specified in their charters)
DELAWARE 33-75510-01 57-1060375
DELAWARE 1-12944 57-0993690
(State or other (Commission file Numbers) (IRS Employer
jurisdiction of Identification Nos.)
incorporation)
701 McCULLOUGH DRIVE
CHARLOTTE, NORTH CAROLINA 28262
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (704) 547-8500
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On January 28, 2000, JPS Automotive L.P. ("JPS
Automotive") merged with and into its general partner, PACJ, Inc., a Delaware
corporation. In connection with and as a result of the merger, PACJ, Inc.
changed its name to JPS Automotive, Inc. JPS Automotive, Inc. is hereinafter
referred to as the "Surviving Corporation". In the merger, all of the
outstanding limited partnership interests previously owned by Collins & Aikman
Products Co., a Delaware corporation ("C&A"), were canceled without any payment
being made thereon. The partnership interests of the Surviving Corporation as
the general partner of JPS Automotive were canceled and no payment was made in
respect thereof. The outstanding shares of stock of the Surviving Corporation
that C&A owned prior to the effectiveness of the merger were not affected by the
merger. In addition, as a result of the merger, the Surviving Corporation became
the direct owner of all of the outstanding shares of stock of JPS Automotive
Products Corp.
The merger was accomplished pursuant to the terms of an
Agreement and Plan of Merger dated as of January 1, 2000 between JPS Automotive
and the Surviving Corporation. As a condition to the consummation of the merger,
JPS Automotive, Inc., as the Surviving Corporation, entered into a Second
Supplemental Indenture dated January 28, 2000 pursuant to which the Surviving
Corporation assumed, effective as of January 1, 2000, all of the obligations of
JPS Automotive under the Indenture dated as of June 28, 1994 (as previously
amended, the "Indenture") among JPS Automotive Products Corp., as Issuer, JPS
Automotive, as Guarantor, and State Street Bank and Trust Company, as Successor
Trustee, and under the 11-1/8% Senior Notes due 2001 (the "Senior Notes) issued
pursuant to the terms of the Indenture. No vote or other consent of the holders
of the Senior Notes was required by the terms of the Indenture in order to
effect the merger.
As a result of the merger, the Surviving Corporation has
succeeded to all of the obligations of JPS Automotive under the Indenture and
the Senior Notes and to all of the obligations of JPS Automotive to file annual,
quarterly and other reports under the Securities Exchange Act of 1934. Because
the general partnership interest of the Surviving Corporation in JPS Automotive
was the only material asset that the Surviving Corporation possessed prior to
the effectiveness of the merger, the merger effectively resulted only in a
change of the form of organization of JPS Automotive from a Delaware limited
partnership to a Delaware corporation. The Surviving Corporation expects that
the merger will result in no material change in the financial statements or
other disclosure items given to holders of the Senior Notes pursuant to the
terms of the Indenture.
As part of the process leading to the merger, JPS Automotive
requested and was granted permission to continue the listing of the Senior Notes
on the New York Stock Exchange, on which they had been listed since their
issuance in 1994. The Senior Notes will continue to trade under the symbol "JPS
A01". According to the New York Stock Exchange, the last trade effected on the
Exchange in the Senior Notes occurred in July 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The exhibits furnished in connection with this Report are as
follows:
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated as of
January 1, 2000 by and between PACJ, Inc. and JPS
Automotive L.P.
4.1 Second Supplemental Indenture dated January
28, 2000 by and among JPS Automotive L.P., JPS
Automotive Products Corp., PACJ, Inc. and State
Street Bank and Trust Company, as Successor Trustee
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this Report to be signed on their behalf by the
undersigned thereunto duly authorized.
JPS AUTOMOTIVE, INC., successor by
merger to JPS AUTOMOTIVE L.P.
(Registrant)
By: /s/ Eugene A. White
-------------------------------
Title: Vice President-Taxes
JPS AUTOMOTIVE PRODUCTS CORP.
(Registrant)
By: /s/ Eugene A. White
-------------------------------
Title: Vice President-Taxes
Date: February 11, 2000
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and
entered into this 1st day of January, 2000, by and between PACJ, Inc., a
Delaware corporation ("PACJ"), and JPS Automotive L.P., a Delaware limited
partnership ("JPS Automotive").
W I T N E S S E T H :
WHEREAS, PACJ is a corporation duly organized and existing under the
laws of the State of Delaware;
WHEREAS, JPS Automotive is a limited partnership formed and existing
under the laws of the State of Delaware;
WHEREAS, on the date of this Merger Agreement, PACJ has authority to
issue 1,500 shares of common stock, without par value per share (the "Delaware
Common Stock"), of which 1,500 shares are issued and outstanding and held by
Collins & Aikman Products Co. ("Parent");
WHEREAS, on the date of this Merger Agreement, PACJ is the general
partner of JPS Automotive (the "General Partner") and the owner of a .0001%
general partnership interest in JPS Automotive, and Parent owns the remaining
99.9999% limited partnership interest in JPS Automotive.
WHEREAS, the Board of Directors of PACJ, acting on its own behalf and
as the General Partner of JPS Automotive, have determined that it is advisable
and to the advantage of such companies and their respective owners that JPS
Automotive merge with and into PACJ upon the terms and conditions herein
provided; and
WHEREAS, the Board of Directors of PACJ, acting on its own behalf and
as the General Partner of JPS Automotive, have approved this Merger Agreement
and have directed that this
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Merger Agreement be submitted to a vote of their respective stockholders or
partners, as the case may be.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, PACJ and JPS Automotive hereby adopt the plan of
reorganization encompassed by this Merger Agreement and hereby agree to merge as
follows:
1. Merger. JPS Automotive shall be merged with and into PACJ, and PACJ
shall survive the merger (the "Merger"), effective upon the date this Merger
Agreement is made effective in accordance with Delaware law (the "Effective
Date").
2. Directors, Officers and Governing Documents. The directors of PACJ
immediately preceding the Effective Date shall remain the directors of PACJ on
and after the Effective Date, to serve until the next annual meeting of the
stockholders, and until their successors are elected and qualified. The officers
of PACJ immediately preceding the Effective Date shall remain the officers of
PACJ on and after the Effective Date, to serve for the terms provided by law or
in the Bylaws. The Certificate of Incorporation of PACJ shall be amended in the
Merger by amending Article FIRST thereof to read as follows:
"FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is JPS Automotive, Inc."
and as so amended shall be the Certificate of Incorporation of PACJ as the
surviving corporation until further amended in accordance with the provisions
thereof and applicable law. The Bylaws of PACJ, as in effect on the Effective
Date, shall continue to be the Bylaws of PACJ as the surviving corporation
without change or amendment until further amended in accordance with the
provisions thereof and applicable law.
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3. Succession. On the Effective Date, PACJ shall succeed to all of the
rights, privileges, powers and property including without limitation all rights,
privileges, franchises and other assets of every kind and description, of PACJ
in the manner provided by and as more fully set forth in Section 259 of the
General Corporation Law of the State of Delaware and Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act.
4. Assumption of Indenture and Senior Notes. PACJ hereby assumes,
effective upon and conditioned upon the effectiveness of the Merger, all of the
obligations of JPS Automotive under the Indenture, dated as of June 28, 1994,
between JPS Automotive, JPS Automotive Products Corp. and State Street Bank and
Trust Company, as successor Trustee and under the Senior Notes issued pursuant
to the Indenture and hereby agrees to execute a Supplemental Indenture and any
other documents necessary or appropriate in connection therewith.
5. Further Assurances. From time to time, as and when required by PACJ
or by its successors and assigns, there shall be executed and delivered on
behalf of JPS Automotive such deeds and other instruments, and there shall be
taken or caused to be taken by it such further and other action as shall be
appropriate or necessary to vest, perfect or confirm, of record or otherwise, in
PACJ the title to and possession of all the property, interests, assets, rights,
privileges, immunities, powers, franchises and authority of JPS Automotive, and
otherwise to carry out the purposes of this Merger Agreement, and the directors
and officers of PACJ are fully authorized in the name and on behalf of JPS
Automotive or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
6. JPS Automotive Partnership Interests. Upon the Effective Date, by
virtue of the Merger and without any action on the part of the holders thereof,
the partnership interests in JPS
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Automotive held by Parent and PACJ shall not be converted in the Merger and
shall be canceled without any payment being made thereon.
7. Common Stock of PACJ. Each share of Delaware Common Stock issued and
outstanding on the effective date shall continue to be outstanding after the
Merger and shall be unaffected thereby.
8. Amendment. At any time before or after approval by the partners of
JPS Automotive or the stockholders of PACJ, this Merger Agreement may be amended
in any manner (except to the extent that any such amendment may not, pursuant to
applicable law, be made without the approval of the partners of JPS Automotive
or the stockholders of PACJ) as may be determined in the judgment of the Board
of Directors of PACJ and the General Partner of JPS Automotive to be necessary,
desirable or expedient in order to clarify the intention of the parties hereto
or to effect or facilitate the purposes and intent of this Merger Agreement.
9. Abandonment. At any time before the Effective Date, this Merger
Agreement may be terminated and the Merger may be abandoned by the Board of
Directors of PACJ or the General Partner of JPS Automotive or both,
notwithstanding the approval of this Merger Agreement by the shareholders of
PACJ or the partners of JPS Automotive or both.
10. Counterparts. In order to facilitate the filing and recording of
this Merger Agreement, the same may be executed in any number of counterparts,
each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by resolution of the Board of Directors of PACJ and of the General
Partner of JPS Automotive, is hereby executed on behalf of such companies by
their respective officers thereunto duly authorized.
PACJ, INC.,
a Delaware corporation
By: /s/ Eugene A. White
--------------------------------
JPS AUTOMOTIVE L.P.
a Delaware limited partnership
By: PACJ, Inc., its general partner
By: /s/ Eugene A. White
--------------------------------
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JPS AUTOMOTIVE PRODUCTS CORP.
and
JPS AUTOMOTIVE L.P.
as Co-Obligors
$180,000,000
11-1/8% SENIOR NOTES due 2001
--------------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated January 28, 2000
Effective as of January 1, 2000
--------------------------------
------------------------------------------------
State Street Bank and Trust Company
------------------------------------------------
Successor Trustee
================================================================================
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THIS SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"),
dated January 28, 2000, by and among JPS Automotive L.P., a Delaware limited
partnership ("JPS Partners"), JPS Automotive Products Corp., a Delaware
corporation wholly owned by JPS Partners ("JPS Automotive"), PACJ, Inc., a
Delaware corporation ("PACJ") and State Street Bank and Trust Company, as
successor trustee (the "Trustee").
WHEREAS, JPS Automotive, JPS Partners and Shawmut Bank Connecticut
National Association, as trustee executed an indenture, dated as of June 28,
1994 (the "Original Indenture"), relating to $180 million principal amount of
the 11-1/8% Senior Notes due 2001 of JPS Automotive (the "Senior Notes"), and a
First Supplemental Indenture, dated October 5, 1994 (the "First Supplemental
Indenture");
WHEREAS, pursuant to Section 9.01(a) of the Original Indenture, JPS
Automotive, JPS Partners and PACJ desire to amend Section 9.01(c) of the
Original Indenture to cure a potential ambiguity, defect and inconsistency;
WHEREAS, pursuant to Section 5.01 and Section 10.02 of the Original
Indenture, JPS Automotive may merge with another Person upon the compliance with
certain conditions, including, among other things, that the surviving entity, if
other than JPS Partners, assumes all of the obligations of JPS Partners under
the Notes and the Original Indenture pursuant to a supplemental indenture;
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
January 1, 2000, between JPS Partners and PACJ, JPS Partners has agreed to merge
with and into PACJ under the name "JPS Automotive, Inc." (the "Merger");
WHEREAS, in order to facilitate the Merger, JPS Partners, JPS
Automotive, PACJ and the Trustee desire to amend the Original Indenture as
required by Section 5.01 and Section 10.02, which amendment, pursuant to Section
9.01 of the Original Indenture, does not require the consent of the Holders of
the Senior Notes;
NOW, THEREFORE, in consideration of the mutual premises and covenants
set forth herein, the parties agree as follows:
1. Definitions. Except as otherwise provided herein, all terms used
herein which are defined in the Original Indenture shall have the meanings
assigned to them therein.
2. Amendment to Section 1.01. The definition of "Continuing Directors"
is hereby amended in its entirety to read as follows:
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"Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of JPS Automotive or of
JPS Automotive, Inc. who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was nominated
for election or elected to such Board of Directors with the
affirmative vote of a majority of the Continuing Directors who
were members of such Board at the time of such nomination or
election.
3. Amendment to Section 9.01. Section 9.01(c) is hereby amended and
restated as follows:
(c) to provide for the assumption of JPS Automotive, Inc.'s or
the Guarantor's obligations to the Holders of the Notes in the
case of a merger, consolidation or sale of all or
substantially all of the Company's, JPS Automotive, Inc.'s or
the Guarantor's assets pursuant to Section 4.16, Article 5 or
Section 10.02 hereof;
4. Assumption of Obligations. PACJ hereby assumes all of the
obligations of JPS Partners under the Notes and, as supplemented and amended
hereby and by the First Supplemental Indenture, the Original Indenture, which
obligations JPS Partners assumed pursuant to the First Supplemental Indenture.
JPS Automotive acknowledges that it is not released from such obligations under
the Notes and the Original Indenture, as it has been amended and supplemented.
5. Ratification of Original Indenture. The Original Indenture, as
previously supplemented and as supplemented and amended hereby, is in all
respects ratified and confirmed. The Original Indenture as so supplemented and
amended shall be read, taken and construed as one and the same instrument.
6. Effective Date. The effective date of this Supplemental Indenture
and the amendments, assumptions of liabilities and ratifications contained
herein and contemplated hereby shall be January 1, 2000.
7. Counterparts. This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
8. Governing Law. This Supplemental Indenture shall be deemed to be a
contract under the internal laws of the State of New York and for all purposes
shall be construed in accordance with the laws of such state.
9. Trustee. The Trustee accepts the modifications of the Trust effected
by this Second Supplemental Indenture, but only upon the terms and conditions
set forth in the Original Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of JPS
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Automotive and JPS Partners and PACJ, and the Trustee shall not be responsible
or accountable in any way whatsoever for or with respect to the validity or
execution or sufficiency of this Second Supplemental Indenture, and the Trustee
makes no representation with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
JPS AUTOMOTIVE PRODUCTS CORP.
By: /s/ Eugene A. White
-------------------------------
Name: Eugene A. White
Title: Vice President-Taxes
JPS AUTOMOTIVE L.P.
By: PACJ, Inc., its General Partner
By: /s/ Eugene A. White
-------------------------------
Name: Eugene A. White
Title: Vice President-Taxes
PACJ, INC.
By: /s/ Eugene A. White
-------------------------------
Name: Eugene A. White
Title: Vice President-Taxes
STATE STREET BANK AND TRUST
COMPANY
as Trustee
By: /s/ E. C. Hammer
-------------------------------
Name: Elizabeth C. Hammer
Title: Vice President
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