SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JANUARY 14, 2003
VIASYSTEMS GROUP, INC.
(Exact name of Registrant as specified in charter)
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DELAWARE 001-15755 75-2668620
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
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101 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 727-2087
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
As previously reported, on October 1, 2002, Viasystems Group, Inc.
("Group") and Viasystems, Inc. ("Viasystems" and together with Group, the
"Companies") filed voluntary petitions for bankruptcy protection under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"), Case Nos. 02-14867 (ALG)
and 02-14868 (ALG), respectively. On October 1, 2002, together with the
voluntary petitions, the Companies filed a Joint Prepackaged Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code.
On January 14, 2003, the Bankruptcy Court entered an order (the
"Confirmation Order") approving and confirming the companies' Joint Prepackaged
Plan of Reorganization, as modified pursuant to the Modification to Plan filed
with the Bankruptcy Court on January 2, 2003 (as modified, the "Plan"). Copies
of the Plan and the Confirmation Order are attached hereto as Exhibits 2.1 and
2.2, respectively, and are incorporated herein by reference.
A copy of the press release issued by Viasystems Group, Inc. dated
January 14, 2003 announcing the confirmation is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Summary of the Plan
A summary of the material features of the Plan are set forth below.
Such summary is qualified in its entirety by reference to the Plan and
capitalized terms not defined herein shall have the meanings ascribed to them in
the Plan.
On the Effective Date and in accordance with the terms and conditions
of the Plan:
(i) Viasystems' senior secured credit facility will be reduced
by $77.4 million from proceeds of the Rights Offering and Exchange described
below and will be restructured to provide for an aggregate term loan facility of
$448 million and a revolving facility ("Exit Facility") of up to $62 million
with a letter of credit subfacility of $15 million;
(ii) Viasystems' Senior Notes will be cancelled, and in exchange the
holders thereof will receive (a) shares of New Junior Preferred Stock of Group
having a liquidation preference of $120.1 million and (b) 6.3% of the New Common
Stock of Group, determined on a fully diluted basis (excluding the effects of
the Incentive Option Plan and New Warrants);
(iii) claims held by the Secretary of State for Trade and
Industry of the United Kingdom ("DTI") pursuant to a guaranty made by Viasystems
with respect to a 12 million pound loan made by DTI to Viasystems Tyneside
Limited ("VTL") will be cancelled, and in exchange DTI will receive a note in an
amount equal to 9 million pounds with interest payable semi-annually in cash on
a current basis at an annual interest rate of three percent for periods through
September 30, 2008 and at an annual interest rate equal to the Bank of England
Base Rate plus two percent for periods thereafter and with principal payable
from December 31, 2008 through December 31, 2010 (provided all amounts due and
owing under our senior secured credit facility are not paid in full prior to
October 1, 2008); provided, however, proceeds received by DTI pursuant to the
liquidation of VTL will reduce the outstanding principal under the note;
(iv) Viasystems' Subordinated Notes will be cancelled, and in
exchange the holders thereof will receive 68.9% of the New Common Stock of
Group, determined on a fully diluted basis (excluding the effects of the
Incentive Option Plan and New Warrants);
(v) claims held by the general unsecured creditors of Group
will be cancelled, and in exchange such holders will receive the lesser of (a)
0.2%
of the New Common Stock of Group, determined on a fully diluted basis (excluding
the effects of the Incentive Option Plan and New Warrants) and (b) shares of the
New Common Stock of Group having a value equal to the amount of such holder's
claim;
(vi) claims held by the general unsecured creditors of
Viasystems will be cancelled, and in exchange the holders thereof will receive
non-transferable subordinated promissory notes in amounts equal to 100% of such
claims with interest payable semi-annually in cash on a current basis at an
annual interest rate of three percent for periods through September 30, 2008 and
at an annual interest rate equal to the prime commercial lending rate per annum
published in the Wall Street Journal, New York City edition, for periods
thereafter and with principal payable from December 31, 2008 through December
31, 2010;
(vii) the Series B Preferred Stock of Group will be cancelled,
and in exchange the holders thereof will receive New Warrants, the exercise
price of which will be based on a $1.15 billion total enterprise value, to
purchase 5.4% of the New Common Stock of Group, determined on a fully diluted
basis (excluding the effects of the Incentive Option Plan);
(viii) the existing common stock, options and warrants of
Group will be cancelled, and the holders thereof will not receive any
distribution under the Plan; and
(ix) Group will adopt an Incentive Option Plan authorizing the
issuance of stock options to purchase shares equaling 10.0% of the New Common
Stock of Group, determined on a fully diluted basis (excluding the effects of
the New Warrants), and, on the Effective Date of the Plan, will issue up to 80%
of such options, the exercise price of which will be based on a $828 million
total enterprise value, to its employees.
In addition, pursuant to the Plan, (a) Group has issued rights to
purchase shares of New Senior Convertible Preferred Stock of Group convertible
into 17.0% of the common stock of Group, determined on a fully diluted basis
(excluding the effects of the Incentive Option Plan and New Warrants), at an
aggregate purchase price of $53.7 million to affiliates of Hicks, Muse, Tate &
Furst Incorporated, affiliates of GSC Partners, TCW Share Opportunity Fund III,
L.P., and other holders of Viasystems' senior subordinated notes (the "Rights
Offering") and (b) $23.7 million of bank debt under Viasystems' senior
secured credit facility held by affiliates of Hicks, Muse, Tate & Furst
Incorporated will be exchanged for 7.5% of the New Common Stock of Group,
determined on a fully diluted basis (excluding the effects of the Incentive
Option Plan and New Warrants) (the "Exchange"). Pursuant to commitment
agreements, conditioned upon, among other things, the effectiveness of the Plan,
affiliates of Hicks, Muse, Tate & Furst Incorporated, affiliates of GCS
Partners, and TCW Share Opportunity Fund III, L.P. have severally committed to
purchase all of the New Senior Convertible Preferred Stock of Group offered in
the Rights Offering. In consideration for such commitment, such parties will
receive a fee equal to two percent of the price of the New Senior Convertible
Preferred Stock of Group that is purchased by such parties in the Rights
Offering.
On the Effective Date and in accordance with the terms and conditions
of the Plan, Group will issue 20,744,791 shares of New Common Stock of
Group, 4,255,545 shares of New Senior Convertible Preferred Stock of Group,
1,201,000 shares of New Junior Preferred Stock of Group, New Warrants to
Purchase 1,436,171 shares of New Common Stock of Group, and options under the
Incentive Option Plan to purchase 2,222,222 shares of New Common Stock of Group.
On the Effective Date, all the agreements and other documents evidencing the
previously outstanding rights of any holder of an equity interest in Group,
including options or warrants to purchase equity interests, will be canceled.
Additionally, on the Effective Date, all the agreements and other documents
evidencing the rights of any holder of a claim against Viasystems or Group in
respect of the Senior Notes and the Subordinated Notes of Viasystems will be
cancelled.
As of the date hereof, no New Common Stock, New Senior Convertible
Preferred Stock, New Junior Preferred Stock, New Warrants to Purchase shares of
New Common Stock, or options under the Incentive Option Plan to purchase shares
of New Common Stock
have been issued by Group and no such securities will be issued until on or
after the Effective Date of the Plan.
The Companies expect the Effective Date of the Plan to occur on January
31, 2003.
Financial Information
A statement of the assets and liabilities of Group is hereby
incorporated by reference to Group's unaudited consolidated balance sheet as of
September 30, 2002 set forth in Group's quarterly report on Form 10-Q for
the quarter ended September 30, 2002 filed with the Securities and Exchange
Commission on November 14, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 First Amended and Restated Prepackaged Joint Plan of
Reorganization of Viasystems Group, Inc. and
Viasystems, Inc. under Chapter 11 of the Bankruptcy
Code dated January __, 2003
2.2 Findings of Fact, Conclusions of Law, and Order (I)
Approving (A) Solicitation of Votes, Voting
Procedures and Forms of Ballots and (B) Debtors'
Disclosure Statement and (II) Under 11 U.S.C. Section
1129(a) and (b) and Fed. R. Bankr. P. 3020,
Confirming Debtors' Joint Plan of Reorganization
dated January 14, 2003
99.1 Press Release, dated January 14, 2003, announcing the
confirmation of the Prepackaged Joint Plan of
Reorganization of Viasystems Group, Inc. and
Viasystems, Inc. under Chapter 11 of the Bankruptcy
Code
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 hereunto duly authorized.
VIASYSTEMS GROUP, INC.
Dated: January 28, 2003 By: /s/ Joseph S. Catanzaro
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Joseph S. Catanzaro
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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2.1 First Amended and Restated Prepackaged Joint Plan of
Reorganization of Viasystems Group, Inc. and Viasystems, Inc.
under Chapter 11 of the Bankruptcy Code dated January __, 2003
2.2 Findings of Fact, Conclusions of Law, and Order (I) Approving
(A) Solicitation of Votes, Voting Procedures and Forms of
Ballots and (B) Debtors' Disclosure Statement and (II) Under
11 U.S.C. Section 1129(a) and (b) and Fed. R. Bankr. P. 3020,
Confirming Debtors' Joint Plan of Reorganization dated January
14, 2003
99.1 Press Release, dated January 14, 2003, announcing the
confirmation of the Prepackaged Joint Plan of Reorganization
of Viasystems Group, Inc. and Viasystems, Inc. under Chapter
11 of the Bankruptcy Code
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