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) JUNE 23, 2006
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CHAAS ACQUISITIONS, LLC
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-106356 41-2107245
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Organization) Identification No.)
12900 HALL ROAD, SUITE 200
STERLING HEIGHTS, MICHIGAN 48313
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 26, 2006, Advanced Accessory Systems, LLC and AAS Capital
Corporation (collectively, the "Companies") entered into a First Supplemental
Indenture (the "Supplemental Indenture") with BNY Midwest Trust Company, as
trustee (the "Trustee"), and certain guarantors party thereto, as contemplated
by an Offer to Purchase and Consent Solicitation Statement of the Companies,
dated June 5, 2006, as amended, in respect of the tender offer (the "Tender
Offer") for any and all of their 10-3/4% senior notes due 2011(the "Notes"),
issued by the Companies pursuant to the Indenture, dated May 23, 2003 (the
"Indenture"), among the Companies, the Trustee and the guarantors party thereto,
and the related consent solicitation (the "Consent Solicitation").
The Supplemental Indenture is binding, but the amendments contained
therein will not become operative until the opening of business on the day on
which the Companies accept for payment and purchase the Notes that are tendered
in accordance with and subject to the terms of the Tender Offer and Consent
Solicitation. If such amendments become operative, then they will be effective
as of June 26, 2006.
The foregoing description of the Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and
incorporated herein by reference.
A copy of a press release, dated June 23, 2006, announcing, among
other things, that the foregoing amendments had been approved by the required
holders of the Notes, is attached hereto as Exhibit 99.1 and incorporated herein
by reference. A copy of a press release, dated June 26, 2006, announcing,
among other things, that the Supplemental Indenture had been executed by the
Companies, the Trustee and the guarantors party thereto, is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT NO. Description
4.1 First Supplemental Indenture, dated June 26, 2006.
99.1 Press release, dated June 23, 2006.
99.2 Press release, dated June 26, 2006.
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.
CHAAS ACQUISITIONS, LLC
(Registrant)
Date: June 26, 2006 By: /s/ Ronald Gardhouse
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Ronald J. Gardhouse
Executive Vice President,
Chief Financial Officer and
Controller