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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 16, 1997
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Commission File Number 0-22580
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JPE, INC.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of Incorporation)
900 Victors Way, Suite 140
Ann Arbor, MI 48108
(Address of principal executive offices, including zip code)
38-2958730
(IRS Employer Identification No.)
(313) 662-2323
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On April 16, 1997 (the "Closing Date"), Dayton Parts, Inc. (the "Company"),
a wholly-owned subsidiary of JPE, Inc. (the "Registrant"), acquired all of the
capital stock of Brake, Axle and Tandem Company ("BATCO") pursuant to a Stock
Purchase Agreement (such Stock Purchase Agreement is filed as an exhibit to this
report). Total consideration of $5,558,000 was paid plus a potential earn-out,
based on sales, not to exceed $3,910,000 over a period of five years.
Funds from Registrant's existing Third Amended and Restated Credit
Agreement, as amended on April 16, 1997, with Comerica Bank, and other banks as
participants thereto, were used to finance the transaction. The acquisition was
effective as of April 15, 1997.
BATCO, which was a closely-held corporation, is a full line aftermarket
distributor of suspension, brake and wheel parts for the heavy duty and medium
duty truck industry. Registrant intends to continue to use the purchased assets
in conducting substantially the same business. Prior to the acquisition, there
were no relationships between BATCO and Registrant, any of Registrant's
affiliates, any director or officer of Registrant, or any associates of any of
Registrant's officers or directors.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Financial Statements
The Financial Statements and Pro Forma Financial Information of the
business acquired as described in Item 2 above and required by this Item are not
filed herewith because they are currently unavailable to the Company. The
Company intends to file such Financial Statements and Pro Forma Financial
Information under cover of Form 8-K/A, as soon as practicable, but not later
than June 27, 1997.
(c) Exhibits
2. Stock Purchase Agreement dated April 16, 1997 among JPE, Inc., Dayton
Parts, Inc. and the Stockholders of Brake, Axle and Tandem Company, and Indices
to Schedules and Exhibits to such Agreement.
Registrant agrees to furnish supplementally a copy of any omitted schedule
or exhibit to the Commission upon request.
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.
JPE, INC.
Date: April 30, 1997 /s/ James J. Fahrner
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James J. Fahrner
Vice President and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Page
Number Description Number
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2 Stock Purchase Agreement dated April 16, 1997 among 5
JPE, Inc., Dayton Parts, Inc., and the Stockholders
of Brake, Axle and Tandem Company