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): June 13, 2003
JPE, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Michigan 0-22580 38-2958730
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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) 232-1191
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On June 13, 2003 Plastic Trim, Inc. ("PTI"), a wholly owned subsidiary
of JPE, Inc. (the "Registrant"), disposed of substantially all of the assets of
PTI and the Registrant disposed of certain of its assets used in the business of
PTI (the "Sale of Assets"), pursuant to an Amended and Restated Asset Purchase
Agreement dated as of May 14, 2003 by and among PTI Acquisition, LLC ("Buyer"),
an Ohio limited liability company, PTI and the Registrant (the "Purchase
Agreement"). The aggregate purchase price, which was determined by arms' length
negotiations between the Registrant and Buyer, was $8,750,000 in cash. Under the
terms of the Purchase Agreement, $1,000,000 of the purchase price will be held
in escrow until a post-closing adjustment to reflect changes in net working
capital is finally determined.
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 June 11, 2003, a Plan of Dissolution of the Registrant ("Plan of
Dissolution") adopted by the majority shareholder of Registrant became
effective. A copy of the Plan of Dissolution was included as Appendix B to the
Registrant's Information Statement on Schedule 14C filed with the Securities and
Exchange Commission on May 22, 2003. Pursuant to the Plan of Dissolution, on
June 16, 2003 the Registrant filed a Certificate of Dissolution with the
Michigan Department of Consumer and Industry Services. In partial implementation
of the Plan of Dissolution, the Registrant will close its stock transfer books
and discontinue recording transfers and sales of its Common and First Series
Preferred Shares on September 30, 2003. After the repayment of its liabilities
and obligations, the Registrant will not have any proceeds from the Sale of
Assets available for dividends or distributions to the shareholders of the
Company pursuant to the Plan of Dissolution or otherwise.
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 June
30, 2003.
(c) Exhibits:
*2.1 Amended and Restated Asset Purchase Agreement
dated as of May 14, 2003 among PTI Acquisition,
LLC, Plastic Trim, Inc. and JPE,
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Inc., incorporated by reference to Exhibit 2.11 to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003.
*2.2 Plan of Dissolution of the Registrant,
incorporated by reference to Exhibit 2.12 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 2003.
* Schedules and Disclosure Statement omitted. 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/ SCOTT K. KOEPKE
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Name: Scott K. Koepke
Title: President
Date: June 27, 2003
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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*2.1 Amended and Restated Asset Purchase Agreement dated as of
May 14, 2003 among PTI Acquisition, LLC, Plastic Trim,
Inc. and JPE, Inc., incorporated by reference to Exhibit
2.11 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003.
*2.2 Plan of Dissolution of the Registrant, incorporated by
reference to Exhibit 2.12 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2003.
* Schedules and Disclosure Statement omitted. The Registrant will
furnish a supplementary copy of the Disclosure Statement and any
omitted schedule to the Commission upon request.
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