UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2015
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 No.) |
| | |
1 Wix Way Gastonia, North Carolina | | 28054 |
| (Address of principal executive offices) | | (Zip Code) |
(704) 869-3300
(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)) |
Introductory Note
This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K of Affinia Group Intermediate Holdings Inc. (the “Company”) that was filed with the Securities and Exchange Commission on October 6, 2015 (the “Original Form 8-K”) to report, among other matters, the completion of the sale of the equity interest of Pellegrino Distribuidora de Autopecas Ltda. (“Pellegrino”) held by Affinia Canada ULC and Affinia Southern Holdings LLC, indirect wholly-owned subsidiaries of the Company. This Form 8-K/A amends Item 9.01 of the Original Form 8-K to provide certain unaudited pro forma financial statements of the Company reflecting the Company’s disposition of Pellegrino, as well as other related dispositions as described further therein.
| Item 9.01 | Financial Statements and Exhibits |
| (b) | Pro Forma Financial Information |
The unaudited pro forma financial statements of the Company as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated by reference in this Item 9.01(b).
| | |
| (d) | | Exhibits |
| |
| 99.1 | | Unaudited pro forma financial statements of Affinia Group Intermediate Holdings Inc. as of June 30, 2015, for the six months ended June 30, 2015 and for the year ended December 31, 2014. |
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: November 6, 2015 | | | | By: | | /s/ David E. Sturgess |
| | | | Name: | | David E. Sturgess |
| | | | Title: | | Senior Vice President |
Exhibit Index
| | |
Exhibit No. | | Description |
| 99.1 | | Unaudited pro forma financial statements of Affinia Group Intermediate Holdings Inc. as of June 30, 2015, for the six months ended June 30, 2015 and for the year ended December 31, 2014. |
