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): March 29, 1999
KEY PLASTICS L.L.C.
(Exact name of Registrant as specified in its charter)
Michigan 333-26729 35-1997449
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
21333 Haggerty Road Suite 200
Novi, Michigan 48375
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 449-6100
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 29, 1999, (the "Closing Date") pursuant to a Share Purchase
Agreement, dated as of that date (the "Purchase Agreement"), between Key-
Foggini Europe Sarl ("Key Foggini"), a wholly owned, indirect subsidiary of
Key Plastics, L.L.C. (the "Registrant"), and Massimo Foggini, Giovanni
Foggini, Paolo Foggini and Maria Alba Foggini (collectively, referred to as
the "Sellers"), Key-Foggini acquired 100% of the shares of Foggini Groupe
SA, Foggini SA, Foggini Progetti Srl, Foggini & C Srl and Radicar Srl and
their subsidiaries: Foggini Deutschland GmbH; Foggini Iberica SL; Foggini
France Company SA; Coril SA; and Elmeg Srl (collectively, referred to as the
"Foggini Group.") With respect to the purchase of the shares, Key-Foggini
paid to the Sellers FF 219,095,000, assumed certain debt and transferred
to the Sellers shares representing 35% of Key Foggini. The acquisition
was valued at approximately $US 113,000,000, including assumed debt.
Pursuant to the Purchase Agreement, Key-Foggini entered into a Unilateral
Promise to Sell Shares, dated as of March 29, 1999 (the "Option Agreement"),
between the Registrant and the Sellers by which Key-Foggini acquired an
option to purchase the Sellers' 35% share of Key-Foggini for FF 214,155,000
plus an adjustment for any increase of the consolidated net asset value of
the Foggini Group between February 15, 2002 and the date of exercise of the
Option, in the event the Option is exercised after March 16, 2004. During
its term, the Option provides for annual payments of FF 12,849,300 on
March 16 of 2000 and 2001, increasing to FF 21,415,500 in 2002, 2003, 2004,
2005 and 2006.
The consideration provided for in the Purchase Agreement and the
Option Agreement for the Foggini Group was determined by the Registrant
after review of the Foggini Group's operations and negotiations between
representatives of the Registrant and the Sellers. The cash portion of the
acquisition was financed with debt provided through a refinancing of the
Registrant's senior credit facility with NBD Bank, as agent, on March 26,
1999. The refinanced senior credit facility includes two amortizing term
loans totaling $US 180,000,000 and a revolving line of credit of $US
120,000,000.
The Foggini Group is a leader in the design, manufacture, and
assembly of plastic injection molded components for most major European
automotive original equipment manufacturers and Tier 1 suppliers throughout
Europe, including Alfa Romeo, Citroen, Fiat, Renault, Skoda and Volkswagen.
The Foggini Group has a product offering of interior and exterior trim
components, such as air louvers, decorative bezels, genuine wood trim, cup
holders, door and center console trim that complement the Registrant's
existing business.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Foggini Group.
Financial Statements will be filed by amendment pursuant to Item
7(a)(4) on or prior to June 12, 1999.
(b) Pro Forma Financial Information.
Pro Forma Financial Information will be filed by amendment pursuant
to Item 7(b)(2) on or prior to June 12, 1999.
(c) Exhibits.
A list of Exhibits included as part of this report is set forth in
the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
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 thereunto duly authorized.
KEY PLASTICS L.L.C.
/S/ JOSEPH A. WHITE
Joseph A. White
Vice President and Chief
Financial Officer
Dated: April 13, 1999
EXHIBIT INDEX
Ex. No. Description
2.1 Share Purchase Agreement, dated as of March 29,
1999 (the "Purchase Agreement"), between Key-
Foggini Europe Sarl, a wholly owned, indirect
subsidiary of Key Plastics L.L.C. (the
"Registrant") and Massimo Foggini, Giovanni
Foggini, Paolo Foggini and Maria Alba Foggini
(collectively, referred to as the "Sellers"). The
Purchase Agreement does not include certain
documents described in the Purchase Agreement. The
Registrant will furnish a copy of the omitted
material to the Commission upon request.
Previously filed as Exhibit 2.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, and incorporated herein by
reference.
99.1 Press Release issued March 31, 1999