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): December 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)
ITEM 5. OTHER EVENTS
Oxford Automotive, Inc, headquartered in Troy, Michigan, a leading
full-service automotive supplier of high quality engineered metal components,
assemblies and modules has entered into a Forbearance Agreement (the
"Forbearance Agreement"), dated as of December 8, 2001, to its Fourth Amended
and Restated Credit Agreement (the "Credit Agreement") dated as of June 8, 2001,
as amended, among Oxford Automotive, Inc., Oxford Automotive Canada Ltd., the
Lenders identified therein (the "Lenders"), and Citicorp USA, Inc., as
Administrative Agent (the "Agent"). Under the terms of the Forbearance
Agreement, the Lenders and the Agent have agreed, subject to certain conditions
and for the period ending no later than January 14, 2002, to forbear from
exercising remedies under the Credit Agreement and all related documents as a
result of certain defaults. A copy of the Forbearance Agreement is attached as
an exhibit to this Report and is incorporated herein by reference.
In connection with the Forbearance Agreement, on December 10, 2001 the
Agent provided a payment blockage notice to Oxford and to the trustee under the
Indentures governing Oxford's 10 1/8% Senior Subordinated Notes due 2007, Series
D, and the 10 1/8% Senior Subordinated Notes due 2007, Series A/B (the "Notes").
As a result, under the terms of the Indentures Oxford is prohibited from making
any payments on the Notes until 180 days after the date on which the payment
blockage notice was received, or earlier if the payment blockage period is
terminated by the Agent, the Credit Agreement defaults have been waived, or the
indebtedness under the Credit Agreement has been paid in full (unless the Credit
Agreement has been accelerated). Accordingly, Oxford will not make the interest
payment on the Notes due on December 15, 2001. The Indentures provide for a
grace period of 30 days before the failure to pay interest creates an Event of
Default under the Indentures.
Oxford is continuing to negotiate with the Lenders under the Credit
Agreement, towards developing a consensual restructuring of its outstanding debt
obligations. As with any negotiation, no assurance can be given that Oxford will
be successful in concluding an agreement with its debt holders with respect to
any such restructuring.
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, Oxford 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
Oxford'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 Oxford 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 Oxford; (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 Oxford's products or the loss by Oxford 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 Oxford's operations; and (8) there may be
unfavorable currency exchange rates relative to the U.S. dollar, which could
impact Oxford's operations.
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.
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: December 12, 2001
Exhibit Index
Number Description
4.1 Forbearance Agreement, dated as of December 8, 2001
among Oxford Automotive, Inc., Oxford Automotive
Canada Ltd., the Lenders identified therein, and
Citicorp USA, Inc., as Administrative Agent, to the
Fourth Amended and Restated Credit Agreement dated as
of June 8, 2001, as amended.