UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 14, 2008
Affinia Group Intermediate Holdings Inc.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 333-128166-10 | | 34-2022081 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | |
| 1101 Technology Drive, Ann Arbor, Michigan | | 48108 |
| (Address of principal executive offices) | | (Zip Code) |
(734) 827-5400
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Affinia Group Intermediate Holdings Inc. (the “Company”) is filing this Form 8-K/A to amend the Company’s Current Report on Form 8-K filed on December 15, 2005, in order to update certain disclosures therein with respect to the Company’s comprehensive restructuring strategy (the “Restructuring”).
Section 2 - Financial Information
Item 2.05 - Costs Associated with Exit or Disposal Activities.
As part of its previously announced Restructuring, the Company has decided to close its El Talar, Argentina brake products manufacturing facility. The Company expects the closure of this facility to be completed by the second quarter of 2008. These actions are expected to result in the Company incurring pre-tax charges of approximately $8.9 million, of which approximately 63% will be future cash expenditures. The restructuring costs are comprised of employee severance costs of $5.6 million, lease termination costs of $0.5 million and other trailing liabilities of $2.8 million. The Company will recognize the severance costs in the second quarter of 2008 with the remaining costs recognized in the balance of 2008.
The Company continues to expect that it will incur total pre-tax costs of up to $152 million in connection with the Restructuring. We expect that the major components of the plan will be employee severance costs, asset impairment charges related to fixed assets, and other costs such as environmental remediation, site clearance and repair costs, each of which should represent approximately 38%, 20% and 42% respectively, of the total $152 million. Of these costs, the employee severance costs and environmental remediation, site clearance and repair costs generally represent cash charges, while the asset impairment charges are non-cash. The Company estimates that approximately 72% of the total costs related to the Restructuring (or approximately $110 million) will result in cash expenditures.
All discussions of costs and time periods set forth in this amended Current Report are estimates which, while based on the Company’s current expectations, are subject to change. See “Forward Looking Statements” below.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K/A includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this amended Current Report, the words “estimates,” “expects,” “intends,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon the Company’s current expectations and various assumptions. The Company’s expectations and beliefs are expressed in good faith and the Company believes there is a reasonable basis for them. However, the Company cannot make any assurances that these expectations and beliefs will be achieved.
There are a number of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this amended Current Report. Important factors that could cause the Company’s actual results to differ materially from the
2
forward-looking statements made in this amended Current Report are contained in the Company’s filings with the Securities and Exchange Commission under the heading “Risk Factors” and include, among other risks: the Company’s substantial leverage; limitations on flexibility in operating the Company’s business contained in its debt agreements; pricing pressures; the shift in demand from premium to economy products; the Company’s dependence on its largest customers; changing distribution channels; increasing costs for manufactured components, raw materials, crude oil and energy prices; the Company’s ability to achieve cost savings from the restructuring; the consolidation of distributors; risks associated with the Company’s non-U.S. operations; product liability and customer warranty and recall claims; changes to environmental and automotive safety regulations; non-performance by, or insolvency of, the Company’s suppliers or customers; the threat of work stoppages and other labor disputes; challenges to the Company’s intellectual property portfolio; and the Company’s exposure to an economic recession. Additionally, there may be other factors that could cause the Company’s actual results to differ materially from the forward-looking statements.
All forward-looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this amended Current Report and are expressly qualified in their entirety by the cautionary statements included in this amended Current Report. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
Item 2.06 - Material Impairments.
The information set forth under Item 2.05 relating to impairment charges is incorporated herein by reference.
3
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.
| | | | |
| | Affinia Group Intermediate Holdings Inc. |
| | |
| Date: April 18, 2008 | | By: | | /s/ Steven E. Keller |
| | Name: | | Steven E. Keller |
| | Title: | | General Counsel |
4
