SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 28, 2003
JPE, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Michigan 0-22580 23-1427830
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1030 Doris Road, Auburn Hills, Michigan 48326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 203-0440
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On February 28, 2003 Dayton Parts, Inc. ("DPI"), a wholly owned
subsidiary of JPE, Inc. (the "Registrant") disposed of substantially all of the
assets of DPI, pursuant to an Asset Purchase Agreement dated as of February 7,
2003 by and among Dayton Parts, LLC ("DPLLC"), an affiliate of Gen Cap America,
Inc. ("Gen Cap"), DPI and the Registrant. On March 1, 2003, Registrant
transferred to DPLLC all of the capital stock of DPI whose remaining significant
asset was the capital stock of Brake, Axle & Tandem Company Canada, Inc.
("BATCO"), DPI's wholly-owned subsidiary, pursuant to a Stock Purchase Agreement
dated as of February 7, 2003 by and among DPLLC, DPI and the Registrant. The
aggregate purchase price, which was determined by arms' length negotiations
between the Registrant and Gen Cap, was $18,500,000 in cash. Under the terms of
a related escrow agreement, $1,850,000 of the purchase price will be held in
escrow for potential indemnity claims until the one year anniversary of the
closing date. The purchase price is subject to a standard post-closing
adjustment to reflect changes in net working capital.
The foregoing description is qualified in its entirety by reference to
the agreements filed herewith as Exhibits.
Item 5. Other Events and Required FD Disclosure
On February 28, 2003 the Registrant entered into an amendment to the
Credit Agreement (the "Amendment") by and among the Registrant, its wholly-owned
subsidiaries Plastic Trim, Inc. and JPE Finishing, Inc. (collectively, the
"Borrowers") and Comerica Bank ("Comerica"). Pursuant to the Amendment, in
connection with Comerica's approval of the transactions described in Item 2 of
this Report on Form 8-K, the maximum amount available to be borrowed under the
credit facility was reduced to $9,000,000 and the term of the Credit Agreement
by and among the Borrowers and Comerica was extended until June 1, 2003.
JPE, Inc. is entertaining offers for the acquisition of its other
operating subsidiary, Plastic Trim, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information:
In accordance with Item 7(b)(2) of Form 8-K, the pro forma
financial information required by Item 7(b) will be filed
by amendment to this Form 8-K no later than 60 days after
March 15, 2003.
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(c) Exhibits:
*2.1 Asset Purchase Agreement dated as of
February 7, 2003 among Dayton Parts, LLC,
Dayton Parts, Inc. and JPE, Inc.
*2.2 Stock Purchase Agreement dated as of
February 7, 2003 among Dayton Parts, LLC,
Dayton Parts, Inc. and JPE, Inc.
99.1 Amendment No. 3 to Credit Agreement
* Schedules and Disclosure Statement omitted. A list of
schedules is included after the table of contents of each of
the Asset Purchase Agreement and Stock Purchase Agreement. The
Registrant will furnish a supplementary copy of the Disclosure
Statement and any omitted schedule to the Commission upon
request.
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SIGNATURE
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.
By:/s/ David L. Treadwell
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Name: David L. Treadwell
Title: Chairman, CEO
Date: March 3, 2003
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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*2.1 Asset Purchase Agreement dated as of February 7, 2003 among
Dayton Parts, LLC, Dayton Parts, Inc. and JPE, Inc.
*2.2 Stock Purchase Agreement dated as of February 7, 2003 among
Dayton Parts, LLC, Dayton Parts, Inc. and JPE, Inc.
99.1 Amendment No. 3 to Credit Agreement
* Schedules omitted. A list of schedules is included after the
table of contents of each of the Asset Purchase Agreement and Stock
Purchase Agreement. The Registrant will furnish a supplementary
copy of the Disclosure Statement and any omitted schedule to the
Commission upon request.
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