UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) APRIL 15, 2003
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ADVANCED ACCESSORY SYSTEMS, LLC
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-49011 13-3848156
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Organization) Identification No.)
12900 HALL ROAD, SUITE 200
STERLING HEIGHTS, MICHIGAN
(Address of Principal Executive
Offices, including Zip Code)
(586) 997-2900
(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 15, 2003, Advanced Accessory Systems, LLC (the "Company") issued a
press release with Castle Harlan, Inc. ("Castle Harlan") announcing the sale of
the Company to a private-equity investment fund organized and managed by Castle
Harlan. The press release also announced that the Company completed on April 15,
2003 a covenant defeasance of the Company's outstanding 9 3/4% Senior
Subordinated Notes due 2007 (the "Notes") and had caused the trustee under the
Indenture governing the Notes to give notice to all holders of record of the
Notes of the redemption of the Notes on May 16, 2003 at the current optional
redemption price of 104 7/8% of principal amount thereof, plus accrued interest.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
NUMBER DESCRIPTION OF EXHIBIT
99.1 Press Release dated April 15, 2003.
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.
ADVANCED ACCESSORY SYSTEMS, LLC
(Registrant)
Date: April 16, 2003 By:/s/ Terence C. Seikel
----------------------------
Terence C. Seikel
President and Chief Executive
Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release dated April 15, 2003.
Exhibit 99.1
NEWS ROBERT MARSTON CORPORATE COMMUNICATIONS, INC.
485 MADISON AVENUE
NEW YORK, NY 10022-5896
(212) 371-2200
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For Immediate Release Contact: Charles Storer
CASTLE HARLAN FUND ACQUIRES LEADING MAKER
OF AUTOMOTIVE ROOF RACKS, TOWING SYSTEMS
NEW YORK, April 15, 2003 - Castle Harlan, Inc., the New York merchant
bank, and Advanced Accessory Systems, LLC, (AAS) the leading manufacturer of
automotive roof racks and towing systems in North America and Europe, announced
today that a private-equity investment fund organized and managed by Castle
Harlan has acquired AAS with management in a transaction valued at approximately
$260 million.
Two-thirds of AAS's sales are to original equipment manufacturers in
North America and Europe and one-third to the aftermarket. Customers include all
of the major automotive companies. AAS is based in Sterling Heights, Michigan,
and has 18 manufacturing facilities throughout North America and Europe.
The company had been owned by JPMorgan Partners, the private-equity arm
of J.P. Morgan Chase & Co., which purchased AAS along with management in 1995.
The company's roof rack division, SportRack Automotive, has the leading
market share in North America and a growing presence in Europe. The company's
European subsidiary, Brink International, is the largest supplier of towing
systems in Europe, and its Valley Industries subsidiary is the second largest in
North America.
"This is an outstanding company with a strong presence in its
marketplace," said Marcel Fournier, the Castle Harlan managing director who led
the negotiations for the transaction.
"It has widely respected brand names, experienced and effective
management, and a dedicated and skilled labor force. We at Castle Harlan are
confident that AAS will continue on its solid growth path."
Fournier said Castle Harlan was "pleased that current management will
be our partner and continue to hold equity in the company."
Terence Seikel, AAS president and chief executive officer, welcomed the
Castle Harlan investment.
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"Castle Harlan over the years has shown itself to be a strong,
supportive partner to the companies it acquires," he said, "and it has a clear
record of promoting their growth and building their value. We are looking
forward to continuing to serve our customers and grow our business as a member
of the Castle Harlan team."
The company had revenues of $328 million and earnings before interest,
taxes, depreciation and amortization (EBITDA), adjusted for certain
non-recurring items, of $46.6 million in the year ended December 31, 2002.
Donald Hofmann of JPMorgan Partners said, "We've enjoyed a great
relationship with the management team at AAS and believe the company will
continue to grow and create value for its new equity partners at Castle Harlan."
AAS is a privately held company with $125 million principal amount of
outstanding 9 3/4% senior subordinated notes due 2007, series A and series B.
Concurrently with the acquisition, AAS announced that it has completed a
covenant defeasance for its outstanding notes pursuant to the indenture, dated
as of October 1, 1997, by and among the issuers, the guarantors named therein
and Wachovia Bank, National Association (as successor to First Union National
Bank as "trustee"). Pursuant to the covenant defeasance as well as the
redemption described below, AAS has deposited in an irrevocable trust with the
trustee enough funds for the redemption of the notes. In addition, AAS has
exercised the option for early redemption, and the trustee on AAS' behalf has
called all of the notes for redemption on May 16, 2003 (the "redemption date"),
at the price of 104.875% of the principal amount thereof, plus accrued and
unpaid interest thereon to the redemption date. The notes will cease to be
outstanding on the redemption date.
The AAS transaction represents the first acquisition by Castle Harlan
Partners IV, L.P., Castle Harlan's fourth private-equity investment fund.
Castle Harlan was founded in 1987 by John K. Castle, former president
and chief executive officer of Donaldson, Lufkin & Jenrette, the investment
banking firm, and Leonard M. Harlan, founder and former chairman of The Harlan
Company.
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Since its founding in 1987, Castle Harlan has completed acquisitions
exceeding $5 billion. Its portfolio companies include Associated Packaging
Technologies, the country's leading manufacturer of CPET containers for the
frozen food industry; Morton's Restaurant Group, owner of the Morton's of
Chicago steakhouses; and American Achievement Corp., producer of class rings
under the Balfour and ArtCarved labels, college and high school yearbooks and
other similar academic and scholastic materials.
JPMorgan Partners, formerly Chase Capital Partners, is a global
partnership and a leading provider of private equity since its inception in
1984. JPMorgan Partners' primary limited partner is J.P. Morgan Chase & Co.
(NYSE: JPM), one of the largest financial institutions in the United States.
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