United Components 8-K/A Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2006

United Components, Inc.

(Exact name of registrant as specified in its chapter)

Delaware	333-107219	04-3759857
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

14601 Highway 41 North
Evansville, Indiana 47725
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(812) 867-4156

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: ASC UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.2: ASC CONSOLIDATED FINANCIAL STATEMENTS

EX-99.3: UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Explanatory Note

This Current Report on Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by United Components, Inc. (“the Company”) on May 31, 2006. The sole purpose of this Amendment No. 1 is to provide the historical financial statements of the business acquired, ASC Industries, Inc. (“ASC”), as required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the original Form 8-K filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired

(1) The unaudited condensed consolidated financial statements of ASC as follows are set forth in Exhibit 99.1 and incorporated herein by reference:

Condensed consolidated balance sheet at March 31, 2006

Condensed consolidated income statements for the three months ended March 31, 2006 and 2005

Condensed consolidated statements of redeemable preferred stock and shareholders’ equity (deficit) for the three months ended March 2006 and 2005

Condensed consolidated statements of cash flows for the three months ended March 31, 2006 and 2005

Notes to condensed consolidated financial statements

(2) The audited consolidated financial statements of ASC as follows are set forth in Exhibit 99.2 and incorporated herein by reference:

Report of Independent Auditors

Consolidated balance sheets at December 31, 2005 and 2004

Consolidated statements of operations for the years ended December 31, 2005, 2004 and 2003

Consolidated statements of redeemable preferred stock, warrants and shareholders’ equity (deficit) for the years ended December 31, 2005, 2004 and 2003

Statements of consolidated cash flows for the years ended December 31, 2005, 2004 and 2003

Notes to consolidated financial statements

(b) Pro forma financial information

The unaudited pro forma condensed combined financial statements of the Company as follows are set forth in Exhibit 99.3 and incorporated herein by reference:

Pro forma condensed combined balance sheet at March 31, 2006

Pro forma condensed combined income statements for the three months ended March 31, 2006 and for the year ended December 31, 2005

Notes to pro forma condensed combined financial statements

(c) Not applicable.

(d) Exhibits

Exhibit No.	Description
2.1 *	Stock Purchase Agreement by and among United Components, Inc., ACAS Acquisitions (ASC), Inc. and the Sellers named herein, dated as of March 8, 2006.
99.1	ASC unaudited condensed consolidated financial statements at March 31, 2006 and for the three months ended March 31, 2006 and 2005
99.2	ASC consolidated financial statements at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003
99.3	Unaudited pro forma condensed combined financial statements
99.4 **	Press Release, dated May 25, 2006.

*	Previously filed as an exhibit to United Components, Inc. Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.
**	Previously filed as an exhibit to United Components, Inc. Current Report on Form 8-K filed on May 31, 2006.

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 this 4^th day of August  , 2006.

UNITED COMPONENTS, INC.
By:	/s/ Charles T. Dickson
	Name: Charles T. Dickson
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1 *	Stock Purchase Agreement by and among United Components, Inc., ACAS Acquisitions (ASC), Inc. and the Sellers named herein, dated as of March 8, 2006.
99.1	ASC unaudited condensed consolidated financial statements at March 31, 2006 and for the three months ended March 31, 2006 and 2005
99.2	ASC consolidated financial statements at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003
99.3	Unaudited pro forma condensed combined financial statements
99.4 **	Press Release, dated May 25, 2006.

*	Previously filed as an exhibit to United Components, Inc. Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.
**	Previously filed as an exhibit to United Components, Inc. Current Report on Form 8-K filed on May 31, 2006.