SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 25, 1996
BREED Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-11474 22-2767118
(State or Other Jurisdiction (Commission File (IRS Employee
of Incorporation) Number) Identification No.)
5300 Old Tampa Highway, Lakeland, Florida 33811
(Address of Principal Executive Offices) (Zip Code)
941-668-6000
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets
On October 25, 1996, BREED Technologies, Inc., a Delaware corporation (the
"Company") consummated the acquisition of certain assets and the assumption of
certain liabilities of the "North American Steering Wheels Operation" of United
Technologies and 100% of the outstanding shares of capital stock of United
Technologies Automotive Clifford Limited, an English company. The acquisition
was made pursuant to the Amended and Restated Purchase Agreement, dated as of
October 25, 1996, among UT Automotive, Inc., United Technologies Automotive
Systems, Inc., United Technologies Automotive Systems de Mexico A.A. de C.V.,
IPCO, Inc. and BREED Technologies, Inc.
The purchase price cash consideration of $140.5 million included payment of
$17.4 million of Clifford intercompany financing. Any difference between the
closing date net working capital and interim net working capital, as defined,
will result in a post-closing purchase price adjustment.
The funds used by the Company to pay the purchase price were obtained from
borrowings under the Company's Revolving Credit Agreements.
The acquired operations which will be called United Steering Systems, Inc. (USS)
produces steering wheels, airbag covers, horn pads and related molded products
located in Grabill, Indiana; Niles, Michigan; Monterrey, Mexico; and Birmingham,
England. USS has annual revenues of approximately $150 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
FinancialStatements of Businesses Acquired. It is impracticable for the Company
to provide the financial statements of USS required by this Item 7(a)
at the time of filing this report of Form 8-K, and none of such
financial statements are available at such time. The Company will file
the financial statements of USS as soon as practicable, but not later
than 60 days after November 9, 1996.
Pro Forma Financial Information. It is impracticable for the Company to
provide the pro forma financial information relative to USS required by
this Item 7(b) at the time of filing of this report on Form 8-K, and
none of such pro forma financial information is available at such time.
Accordingly, in accordance with Item 7(b)(2) of Form 8-K, the Company
will file the required pro forma financial information relative to USS
in an amendment to this report on Form 8-K as soon as is practicable,
but not later than 60 days after November 9, 1996.
Exhibits. Amended and Restated Purchase Agreement, dated as of October 25, 1996
, among UT Automotive, Inc., United Technologies Automotive Systems, Inc.,
United Technologies Automotive Systems de Mexico A.A. de C.V., IPCO, Inc. and
BREED Technologies, Inc.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 7, 1996 BREED Technologies, Inc.
By:
/s/Edward H. McFadden
Edward H. McFadden
Executive Vice President
and Chief Financial
Officer