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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)
February 6, 1998
LDM Technologies, Inc.
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(Exact name of registrant as specified in it charter)
Michigan 333-21819 38-269-0171
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 858-2800
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Item 2. Acquisition or Disposition of Assets
On February 6, 1998 LDM Technologies, Inc., a Michigan corporation
("Registrant") acquired all of the capital stock of Huron Plastics Group, Inc.
and substantially all of the assets of Tadim, Inc. (collectively referred to
herein as "HPG".) The assets of Tadim, Inc. acquired consisted of plant,
equipment and inventory.
The aggregate purchase price paid for HPG was $65.1 million cash, and
the assumption of certain liabilities in the approximate amount of $13.4
million. The funds required for the purchase price were acquired by the
Registrant under a term loan with BankAmerica Business Credit, Inc., as agent
for itself and a group of banks.
There was no material relationship between HPG and the Registrant or
any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer.
HPG is engaged in the business of manufacturing and distributing a wide
variety of interior trim, underhood and functional components for many
automotive customers, including Ford Motor Company, Chrysler Corporation,
General Motors Corporation, Bundy North American, TRW, Inc. and Johnson
Controls, Inc. The business and operations of HPG will be continued by the
Registrant substantially as they were conducted prior to the acquisition.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired: It is
impracticable to file the required financial statements for the
acquired businesses at the time this report on Form 8-K is filed.
The Registrant will file such financial statements by an amendment
on or before April 22, 1998.
(b) Pro forma financial information: It is impracticable to
file the required pro forma financial information at the time this
report on Form 8-K is filed. The Registrant will file such pro
forma financial information by an amendment on or before April 22,
1998.
(c) Exhibits
1. Stock and Asset Purchase Agreement by and among
LDM Technologies, Inc., Tadim, Inc., Huron Plastics Group,
Inc. and certain "Selling Shareholders" dated December 23,
1997, First Amendment thereto dated January 23, 1998, Second
Amendment thereto dated January 30, 1998, Third Amendment
thereto dated February 2, 1998 and Fourth Amendment thereto
dated February 6, 1998.
2. Term Loan and Security Agreement dated as of February 6,
1998 among the financial institutions named therein, as the
Lenders, BankAmerica Business Credit, Inc., as Agent, and
LDM Technologies, Inc., as the Borrower.
3. Amendment No. 5 and Affirmation of Guaranties to
Loan Agreement dated as of February 6, 1998.
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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.
LDM TECHNOLOGIES, INC.
By: /s/ Gary E. Borushko
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Gary E. Borushko
Chief Financial Officer
Dated: February 20, 1998
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1. Stock and Asset Purchase Agreement by and among LDM
Technologies, Inc., Tadim, Inc., Huron Plastics Group, Inc. and
certain "Selling Shareholders" dated December 23, 1997, First
Amendment thereto dated January 23, 1998, Second Amendment thereto
dated January 30, 1998, Third Amendment thereto dated February 2, 1998
and Fourth Amendment thereto dated February 6, 1998.
2. Term Loan and Security Agreement dated as of February 6, 1998 among
the financial institutions named therein, as the
Lenders, BankAmerica Business Credit, Inc., as Agent, and LDM
Technologies, Inc., as the Borrower.
3. Amendment No. 5 and Affirmation of Guaranties to Loan Agreement dated
as of February 6, 1998.
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