AFTERMARKET TECHNOLOGY CORP
8-K, 1999-12-10
MOTOR VEHICLE PARTS & ACCESSORIES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 8-K

Date of report (Date of earliest event reported):  December 9, 1999


                       AFTERMARKET TECHNOLOGY CORP.
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           (Exact Name of Registrant as Specified in Its Charter)


         Delaware                        0-21803                95-4486486
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(State or Other Jurisdiction of        (Commission           (I.R.S. Employer
Incorporation or Organization)         File Number)         Identification No.)


One Oak Hill Center, Suite 400, Westmont, IL                      60559
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  (Address of Principal Executive Offices)                     (Zip Code)


Registrant's Telephone Number, Including Area Code:  (630) 455-6000







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                          AFTERMARKET TECHNOLOGY CORP.

                                   FORM 8-K

ITEM 5. OTHER EVENTS.

     On December 9, 1999, Aftermarket Technology Corp. (the "Company") issued
a press release announcing, among other things, that it expects earnings for
2000 of approximately $1.25 per share and further improvement of earnings of
approximately 50% in 2001.

     The Company also announced that it expects to record restructuring
charges of approximately $9.5 million in the fourth quarter of 1999.  The
Company still expects 1999 earnings to be $0.70 per share before these and
other special charges recorded earlier in the year.

     A copy of the press release is attached to this Form 8-K as Exhibit 99.

     Following the issuance of the press release, Michael T. DuBose, Chairman
of the Board, President and Chief Executive Officer of the Company, and
Barry C. Kohn, Chief Financial Officer of the Company, conducted a telephonic
conference with securities analysts and large institutional stockholders
during which they stated that the Company expects earnings for the first
quarter of 2000 to be approximately $0.25 per share, as compared to earnings
before special charges of $0.10 per share in the first quarter of 1999.

                       FORWARD LOOKING STATEMENT NOTICE

     The above paragraphs contain forward-looking statements that involve
risks and uncertainties because such statements are based upon assumptions as
to future events that may not prove to be accurate. There can be no assurance
that actual results will not differ materially from those projected or
implied by such statements.  The factors that could cause actual results to
differ are discussed in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 and other filings made by the Company with the
Securities and Exchange Commission.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) EXHIBITS

         99  Press Release issued by Aftermarket Technology Corp. on December 9,
             1999.


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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, thereunto duly authorized.

                                           AFTERMARKET TECHNOLOGY CORP.

Dated: December 9, 1999

                                           By:  /s/ Joseph Salamunovich
                                                -----------------------
                                                Joseph Salamunovich
                                                Vice President















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[AFTERMARKET LOGO]
                                                                     EXHIBIT 99


NEWS RELEASE
- ------------                                              FOR MORE INFORMATION:
FOR IMMEDIATE RELEASE                                     MARY RYAN
                                                          630/734-2383


           AFTERMARKET TECHNOLOGY CORP. ISSUES GUIDANCE FOR 2000

                 -ANTICIPATES 80% EARNINGS GROWTH IN 2000-

WESTMONT, IL, THURSDAY, DECEMBER 9, 1999 - Aftermarket Technology Corp. today
announced its earnings guidance for 2000 and identified its performance
objectives for 2001.  The Company said that it expects to achieve earnings of
$1.25 per diluted share in 2000 and that improvements and restructuring
recently completed and in process should drive further improvement in
earnings of approximately 50% in 2001. The Company also reaffirmed the 1999
consensus EPS estimate of $0.70 per diluted share before charges.

The Company announced it expects to record restructuring charges of
approximately  $9.5 million in the fourth quarter of 1999, associated with
initiatives designed to improve operating efficiencies.  These charges, which
consist primarily of severance, facility closure costs and associated asset
write-offs, result from finalization of the Company's 2000 planning process.
The profit improvement initiatives driving these charges include
consolidation of one of the Company's aftermarket transmission
remanufacturing facilities into one of the Company's more efficient
remanufacturing facilities.  In addition, the

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Company will prune its product offering of remanufactured engines, enabling
it to reduce costs by focusing on higher volume engine models. Collectively,
the restructuring charges are expected to result in 2000 operating income
improvement of approximately $11 million.

Commenting on the Company's 2000 outlook, Mike DuBose, Chairman, President
and CEO said, "As we wind up ATC's transition year, I am pleased with the
progress being made in restoring the Company to health.  During 1999, we made
tremendous advances that provide the building blocks for our success in 2000.
We still have work to do in some of our businesses, but feel that our
systems improvements, enhanced employee training, strengthening field
management and strict cost and working capital controls will significantly
contribute to ATC's performance in 2000."

"There are a number of 2000 business plan initiatives that support further
performance improvement and lay the foundation for achievement of our
long-term goals.  These include numerous initiatives in the Distribution
Group such as operations improvement "tiger teams", enhanced products and
manual transmission parts roll-out through our recently acquired All Trans
division as well as significant company-wide productivity initiatives.
Assuming the economy continues under its present course, we expect these and
other initiatives to continue our top line growth rate of approximately
10-15%, drive growth in EBITDA of approximately 40% and in EPS of
approximately 80% in 2000.  We are targeting continued progress into 2001
with further earnings growth of approximately 50%," DuBose concluded.


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In other news, the Company announced that it recently completed the
previously announced purchase of the assets of All Automatic Transmission
Parts, Inc.  This is the companion acquisition to the Company's All Trans
purchase, which occurred on October 1, 1999.

ATC is headquartered in Westmont, Illinois.  The Company's principal products
include remanufactured transmissions, torque converters and engines, as well
as remanufactured and new parts for the repair of automotive drive train
assemblies. ATC also remanufactures electronic control modules, instrument
and display clusters and radios.  In addition, the Company provides third
party distribution and material recovery services.

The Company's customers include original equipment manufacturers and
independent transmission rebuilders, as well as wholesale distributors and
retail automotive parts stores.  Established in 1994, the Company maintains
more than 65 distribution centers throughout the United States and Canada.
ATC posted 1998 revenues of $486.8 million.


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The preceding paragraphs contain statements that are not related to
historical results and are "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Forward-looking
statements include those that are predictive or express expectations, that
depend upon or refer to future events or conditions, or that concern future
financial performance (including future revenues, earnings or growth rates),
ongoing business strategies or prospects, or possible future Company actions.
Forward-looking statements involve risks and uncertainties because such
statements are based on current expectations, projections and assumptions
regarding future events that may not prove to be accurate.  Actual results
may differ materially from those projected or implied in the forward-looking
statements.  The factors that could cause actual results to differ are
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 and other filings made by the Company with the Securities
and Exchange Commission.


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