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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 29, 2001
TALON AUTOMOTIVE GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Michigan 333-56461 38-3382174
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
900 Wilshire Drive, Suite 203, Troy, MI 48084
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (248) 362-7600
Item 3. Bankruptcy or Receivership.
As more fully described in the press release attached as Exhibit 99.1
and incorporated herein by this reference, on June 29, 2001, Talon Automotive
Group, Inc. ("Talon") and its subsidiary VS Holdings, Inc. ("VS Holdings") filed
voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court, Eastern District of
Michigan, Southern Division, as anticipated by the previously reported Lockup
Agreement referred to below. Talon's case is No. 01-52629-R while VS Holding's
case is No. 01-52631-R. These cases (collectively, the "Chapter 11 Proceeding")
are being jointly administered but have not been substantively consolidated.
Each of Talon and VS
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Holdings is a debtor in possession of its property and continues to operate and
manage its business.
Also on June 29, 2001, and as anticipated by the Lockup Agreement,
Veltri Metal Products Company, a Nova Scotia unlimited liability company and
subsidiary of Talon ("Veltri"), filed a voluntary petition for relief under the
Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice
(the "Canadian Proceeding").
As previously reported, on June 7, 2001, Talon, VS Holdings and Veltri
(collectively, the "Company"), together with the holders (the "Consenting
Holders") of approximately 71.6% (excluding certain "insider holders") of
Talon's 9.625% Senior Subordinated Notes Due 2008 (the "Notes"), signed a Lockup
Agreement dated as of May 30, 2001 (the "Lockup Agreement"), which is attached
to this report as Exhibit 99.2 and is incorporated herein by this reference.
Subject to satisfaction of the terms and conditions of the Lockup Agreement, in
the Lockup Agreement the Consenting Holders agreed to support the plans of
reorganization filed by the Company in the Chapter 11 Proceeding and the
Canadian Proceeding. The Lockup Agreement facilitates an exchange of outstanding
Notes for stock in a reorganized VS Holdings, significantly reducing the
outstanding indebtedness and interest obligations of the Company. The Company
has negotiated a post-petition financing agreement with a syndicate of banks
(the "DIP Financing") the purpose of which is to provide super-priority secured
credit to the Company in order that it might continue to operate its business.
On July 11, 2001, the judge in the Chapter 11 Proceeding approved the
DIP Financing. At that time the judge also ordered:
- that the "initial meeting of creditors" pursuant to Section 341
of the Bankruptcy Code would occur at 10:00 a.m., Eastern time,
on August 3, 2001;
- that the final time and date by which pre-petition creditors must
file their proofs of claim in the Chapter 11 Proceeding,
otherwise knows as the "bar date," would be 4:00 p.m., Eastern
time, on August 20, 2001; and
- that, in addition to giving notice to known creditors by mail,
the Company would give notice of certain key dates and events in
the Chapter 11 Proceeding to the beneficial holders of the
approximately $25,310,670 aggregate principal amount of Notes
whose identities are presently unknown by the Company by
publishing notice in the Detroit News, the Detroit Free Press,
Crain's Detroit Business and The Wall Street Journal (national
edition).
All documents filed with the court are available for inspection at the office of
the Clerk of the Bankruptcy Court, Clerk of Court, Intake Section, United States
Bankruptcy Court, 211 W. Fort Street, 21st Floor, Detroit, Michigan 48226.
Item 7. Financial Statements and Exhibits. The following documents are filed
herewith as part of this report:
(a) Financial statements of businesses acquired:
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Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit 99.1. Press Release dated July 2, 2001.
Exhibit 99.2. Lockup Agreement dated as of May 30, 2001 among Talon Automotive
Group, Inc., VS Holdings, Inc., Veltri Metal Products Company and
the holders of certain 9.625% Senior Subordinated Notes Due 2008.
SIGNATURE
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.
TALON AUTOMOTIVE GROUP, INC.
Date: July 13, 2001 By: /s/ David J. Woodward
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David J. Woodward
Vice President of Finance, Chief
Financial Officer and Treasurer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated July 2, 2001
99.2 Lockup Agreement dated as of May 30, 2001 among Talon
Automotive Group, Inc., VS Holdings, Inc., Veltri Metal
Products Company and the holders of certain 9.625%
Senior Subordinated Notes Due 2008.