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
March 28, 1997
(Date of Report (Date of Earliest Event Reported))
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 0-28568 95-2920557
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
700 East Bonita Avenue
Pomona, California 91767
(Address of principal executive offices) (Zip Code)
(909) 624-8041
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 28, 1997, Keystone Automotive Industries, Inc. (the
"Registrant") consummated the acquisition of North Star Plating Company ("North
Star") through the merger (the "Merger") of North Star Merger, Inc., a wholly
owned subsidiary of the Registrant, into North Star. The former shareholders of
North Star received 362.3088 shares of the Common Stock of the Registrant for
each share of the Common Stock of North Star owned on the effective date of the
Merger. An aggregate of 2,450,000 shares of the Common Stock of the Registrant
were issued in connection with the Merger (or approximately 25.1% of the shares
of the Common Stock of the Registrant issued and outstanding immediately after
the Merger). North Star is a distributor of aftermarket collision replacement
parts produced by independent manufacturers for automobiles and light trucks and
a recycler and producer of chrome plated and plastic bumpers. The Merger was
accounted for as a "pooling of interests."
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
The following financial statements for the Registrant and North Star
are incorporated by reference from the Registrant's Registration
Statement on Form S-4 (File No. 333-18663):
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
Report of Independent Auditors
Balance Sheets at March 31, 1995 and March 29, 1996
Statements of Income for years ended March 25, 1994,
March 31, 1995 and March 29, 1996
Statements of Shareholders' Equity for the years ended
March 25, 1994, March 31, 1995 and March 29, 1996
Statements of Cash Flows for the years ended
March 25, 1994, March 31, 1995 and March 29, 1996
Notes to Financial Statements
Balance Sheet (Unaudited) at December 27, 1996
Statements of Income (Unaudited) for the nine-month
periods ended December 29, 1995 and
December 27, 1996
Statements of Cash Flows (Unaudited) for the nine-
month periods ended December 29, 1995 and
December 27, 1996
Notes to Financial Statements (Unaudited)
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NORTH STAR PLATING COMPANY
Report of Independent Auditors
Balance Sheets at September 30, 1995 and September 30, 1996
Statements of Income and Shareholders' Equity for years ended
September 30, 1994, September 30, 1995 and September 30, 1996
Statements of Cash Flows for years ended September 30, 1994,
September 30, 1995 and September 30, 1996
Notes to Financial Statements
Balance Sheet (Unaudited) at December 31, 1996
Statements of Income (Unaudited) for the three-month periods ended
December 31, 1996 and 1995
Statements of Cash Flows (Unaudited) for the three-month periods ended
December 31, 1996 and 1995
Notes to Financial Statements (Unaudited)
(b) PRO FORMA FINANCIAL INFORMATION.
The following combined unaudited pro forma financial statements are
incorporated by reference from the Registrant's Registration Statement
on Form S-4 (File No. 333-18663):
Combined Unaudited Pro Forma Historical Balance Sheet as of
December 27, 1996
Combined Unaudited Pro Forma Historical Statement of Income for the
nine-month period ended December 27, 1996
Combined Unaudited Pro Forma Historical Statement of Income for the
years ended March 29, 1996, March 31, 1995 and March 25, 1994
Notes to Combined Unaudited Pro Forma Historical Financial Statements
(c) EXHIBITS.
2.1* Agreement and Plan of Merger dated as of December 6, 1996,
by and among Keystone Automotive Industries, Inc., North
Star Merger, Inc., North Star Plating Company, Ronald G.
Brown and Kim D. Wood.
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-4 (File No. 333-18663). Pursuant to Item 601(b)(2) of Regulation
S-K, all schedules and exhibits have been omitted. The Registrant hereby
agrees to furnish such schedules and exhibits upon request of the
Securities and Exchange Commission.
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SIGNATURES
Under 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 thereunto duly authorized.
Dated: April 7, 1997.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By /s/ John M. Palumbo
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John M. Palumbo,
Vice President and Treasurer
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