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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 8, 2001
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Michigan 333-75849 38-3262809
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1250 Stephenson Highway
Troy, Michigan 48083
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 577-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 8, 2001, Oxford Automotive, Inc, headquartered in Troy, Michigan, a
leading full-service automotive supplier of high quality engineered metal
components, assemblies and modules, announced that it had reached an agreement
with its senior lenders to amend various provisions of its senior credit
facility. The amendments include relaxing the financial ratios under the
facility through June 30, 2002, adding a minimum EBITDA covenant and instituting
restrictions on investments, acquisitions, capital expenditures and other
covenants until certain financial performance benchmarks are achieved. The
amendments also include changes to the applicable margin charged on all
outstanding borrowings under the facility. The facility reverts back to the
pre-amendment covenants upon attainment of leverage less than 4.50 to 1 for two
consecutive quarters and interest coverage in excess of 2.1 to 1 for two
consecutive quarters.
The following table reflects the key revised financial ratios:
Debt to Debt to Interest Interest Minimum
EBITDA EBITDA Coverage Coverage EBITDA
-------------- --------------- ------------- -------------- -----------
Third Fourth Third Fourth Fourth
Period Amendment Amendment Amendment Amendment Amendment
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended June 30, 2001 5.00 to 1 5.00 to 1 2.00 to 1 1.70 to 1 17,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended September 30, 2001 5.00 to 1 5.60 to 1 2.10 to 1 1.60 to 1 29,500,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended December 31, 2001 4.75 to 1 5.25 to 1 2.10 to 1 1.60 to 1 49,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended March 31, 2002 4.50 to 1 5.25 to 1 2.15 to 1 1.60 to 1 75,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended June 30, 2002 4.50 to 1 4.65 to 1 2.25 to 1 2.00 to 1 85,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended September 30, 2002 4.50 to 1 4.50 to 1 2.25 to 1 2.25 to 1 95,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended December 31, 2002 4.50 to 1 4.50 to 1 2.25 to 1 2.25 to 1 103,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
Quarter ended March 31, 2003 4.25 to 1 4.50 to 1 2.35 to 1 2.35 to 1 110,000,000
- ---------------------------------------- -------------- --------------- ------------- -------------- -----------
The capital expenditures limitation provides for reductions to the allowable
level of expenditure if certain financial covenants are not met or if specified
leverage is not achieved.
The minimum EBITDA calculation is a cumulative calculation beginning with the
quarter ended June 30, 2001 and continuing through March 31, 2003 to include no
more than four consecutive quarters.
FORWARD-LOOKING STATEMENTS
This report contains statements relating to such matters as anticipated
financial performance, business prospects and other matters that may be
construed as forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. In addition, the Company may from
time to time publish or communicate other statements that could also be
construed to be forward-looking statements. These statements are, or will be,
based on the Company's estimates, assumptions and projections, and are subject
to risks and uncertainties, including those specifically listed below, that
could cause actual results to differ materially from those included in the
forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of operations of the Company include the following: (1)
the original equipment manufacturer ("OEM") supplier industry is highly cyclical
and, in large part, impacted by the strength of the economy generally, by
prevailing interest rates and by other factors which may have an effect on the
level of sales of automotive vehicles; (2) future price reductions, increased
quality standards or additional engineering capabilities may be required by the
OEMs, which are able to exert considerable pressure on their suppliers; (3) the
OEMs may decide to in-source some of the work currently performed by the
Company; (4) work stoppages and slowdowns may be experienced by OEMs and their
Tier 1 suppliers, as a result of labor disputes; (5) there may be a significant
decrease in sales of vehicles using the Company's products or the loss by the
Company of the right to supply any of such products to its major customers;
(6) increased competition could arise in the OEM supplier industry; (7) changing
federal, state, local and foreign laws, regulations and ordinances relating to
environmental matters could affect the Company's operations; and (8) there may
be unfavorable currency exchange rates relative to the U.S. dollar, which could
impact the Company's operations.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(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.
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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.
OXFORD AUTOMOTIVE, INC.
/s/ Aurelian Bukatko
-------------------------------------------------
Aurelian Bukatko,
Executive Vice President and Chief Financial Officer
Dated: June 8, 2001
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Exhibit Index
Number Description
4.1 Fourth Amended and Restated Credit Agreement, dated as of June
8, 2001 among Oxford Automotive, Inc., the Borrowing
Subsidiary and the Lenders identified therein, Citicorp USA,
Inc. as Administrative Agent and Collateral Agent, Comerica
Bank as Syndication Agent, and Credit Suisse First Boston as
Documentation Agent.