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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended March 31, 2001
OR
----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _____________ to _____________
COMMISSION FILE NUMBER 333-75849
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-3262809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 STEPHENSON HIGHWAY, TROY MICHIGAN 48083
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 577-1400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant has been required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The Registrant is a privately held corporation. As such, there is no
practicable method to determine the aggregate market value of the voting stock
held by non-affiliates of the Registrant.
At June 25, 2001, there were outstanding 303,288 shares of the Registrant's
common stock.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of June 25, 2001, there were 303,288 issued and outstanding shares of the
Common Stock, without par value, of the Company (the "Common Stock"). The
following table sets forth information as of June 25, 2001 with respect to the
Common Stock beneficially owned by each of our directors, the Named Executive
Officers, all of our directors and executive officers as a group, and by other
holders known to us as having beneficial ownership of more than 5% of the Common
Stock. Selwyn Isakow and our other shareholders have entered into certain
agreements, each of which contain substantially identical terms, the result of
which gives Mr. Isakow voting control over 100% of the Common Stock, except
under certain circumstances. See "-- Shareholder Agreements." Unless otherwise
specified, the address for each person is 1250 Stephenson Highway, Troy,
Michigan 48083.
<Table>
<Caption>
NUMBER OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
Selwyn Isakow (1)(3)............................ 171,606 56.6%
40900 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Rex E. Schlaybaugh, Jr. ........................ 23,242 7.66%
40900 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Steven M. Abelman (2)........................... N/A N/A
John W. Potter.................................. 1,500 *
Manfred J. Walt................................. 2,000 *
175 Bloor St., E., S. Tower, Suite 601
Toronto, Ontario, Canada M4W 3R8
Dennis K. Pawley................................ 300 *
30201 Orchard Lake Road, Suite 315
Farmington Hills, Michigan 48334
George R. Mrkonic............................... N/A N/A
100 Phoenix
Ann Arbor, Michigan 48104
Herve Guillaume................................. N/A N/A
53, rue de Boulainvilliers
75016 Paris, France
Aurelian Bukatko (3)............................ 3,000 *
Larry C. Cornwall............................... 2,000 *
Robert H. Orley................................. 20,600 6.79%
40900 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Gregg L. Orley.................................. 20,600 6.79%
40900 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
All directors and executive officers as a group
(11 persons) (1)(2)........................ 209,148 68.96%
</Table>
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* Less than 1%.
(1) Includes 140,124 shares owned by Hilsel Investment Company Limited
Partnership, of which Tridec Management, Inc. is General Partner. Mr. Isakow
is the President and a shareholder of Tridec Management, Inc. In addition,
Mr. Isakow may be deemed to be the beneficial owner of all of the
outstanding shares of Common Stock as a result of certain voting power over
such shares pursuant to the shareholder agreements described below and
certain purchase options that may be exercised by Mr. Isakow with respect to
45,040 outstanding shares of Common Stock.
(2) Pursuant to the terms of Mr. Abelman's Employment and Noncompetition
Agreement with Oxford Automotive, Oxford Automotive repurchased 6,462 of Mr.
Abelman's shares of Common Stock upon the termination of his employment and
assigned its right to purchase 3,522 of Mr. Abelman's shares to Mr. Isakow
and 2,342 of Mr. Abelman's shares to Mr. Schlaybaugh.
(3) Mr. Bukatko's shares are subject to a Pledge Agreement in favor of Mr.
Isakow. Under the Pledge Agreement, Mr. Bukatko has sole voting power over
his shares but is not permitted to dispose of his shares without Mr.
Isakow's consent.
SHAREHOLDER AGREEMENTS
Each holder of Common Stock is a party to a shareholder agreement that provides
for certain restrictions on transfer by shareholders and grants certain other
shareholders the option to purchase the shares of a shareholder upon his death.
Each surviving shareholder has the right to exercise this option within 30 days
of the death of a shareholder. The exercising shareholders will divide the
deceased shareholder's shares as they agree or, if they are not able to agree,
pro rata. If the exercising shareholders are not able to agree on a purchase
price with the estate of the deceased shareholder, then the per share purchase
price shall be the per share value of the Company based on the greater of the
value of the Company as a going concern or on a liquidation basis, as determined
by an independent appraisal. The purchase price shall be paid by an initial cash
payment of up to 20% of the purchase price with the balance paid pursuant to a
five-year, unsecured promissory note bearing interest at the prime rate. The
agreements also provide that each shareholder will grant a proxy to Mr. Isakow
to vote all of the shareholder's shares at any meeting of the Company; provided,
however, that if holders of shares having a majority in interest of the shares
of Common Stock determine that it is in the best interest of all of the
shareholders to sell all or substantially all of the assets of the Company or to
cause the Company to merge or consolidate with or into another corporation, Mr.
Isakow shall exercise the proxies provided to him consistent with that decision.
As a result, except as described above, Mr. Isakow has voting control over 100%
of the Common Stock.
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SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) 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 on August 9, 2001.
OXFORD AUTOMOTIVE, INC.
By: /s/ John W. Potter
-----------------------------
John W. Potter
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on August 9, 2001.
SIGNATURE TITLE
/s/ Selwyn Isakow Chairman of the Board and Director
- ---------------------------
Selwyn Isakow
/s/ Rex E. Schlaybaugh, Jr. Vice Chairman of the Board and Director
- ---------------------------
Rex E. Schlaybaugh, Jr.
/s/ John W. Potter President and Chief Executive Officer
- ---------------------------
John W. Potter and Director
/s/ Aurelian Bukatko Executive Vice President-Chief
- --------------------------- Financial Officer (Principal Accounting
Aurelian Bukatko and Financial Officer)
/s/ Manfred J. Walt Director
- ---------------------------
Manfred J. Walt
Director
- ---------------------------
Dennis K. Pawley
Director
- ---------------------------
Herve Guillaume
Director
- ---------------------------
George R. Mrkonic
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No Annual Report or Proxy Materials have been or will be sent to
security holders.