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): MARCH 27, 2002
HEAFNER TIRE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 333-61713 56-0754584
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
12200 HERBERT WAYNE COURT, SUITE 150 (28078), P.O. BOX 1345
HUNTERSVILLE, NORTH CAROLINA 28070-3145
(Address of Principal Executive Offices) (Zip Code)
(704) 992-2000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 27, 2002, the Registrant announced the consummation of several
debt restructuring transactions (the "Restructuring Transactions"). The
Restructuring Transactions comprised (i) a tender offer for up to $126 million
aggregate principal amount of the Registrant's 10% Senior Notes Due 2008, Series
D (the "Senior Notes"), and the related solicitation of consents to
modifications to the Indenture governing the Senior Notes, dated as of December
1, 1998 (as amended and supplemented from time to time, the "Indenture"), among
the Registrant, the Subsidiary Guarantors from time to time party thereto (the
"Subsidiary Guarantors"), and First Union National Bank, as trustee (the
"Trustee"), (ii) an amendment to the Registrant's senior secured credit facility
to permit and make funds available for the Restructuring Transactions, (iii) a
sale and leaseback of three of the Registrant's tire distribution warehouses
generating net proceeds of approximately $13 million, and (iv) an equity
investment of approximately $29 million from the Registrant's existing
shareholders, in the Registrant's new Series D Preferred Stock. Upon the
consummation of the Restructuring Transactions on March 27, 2002, the Registrant
repurchased $121.4 million in outstanding principal amount of the Senior Notes
at a purchase price of $535 per $1,000 in face amount of Senior Notes, plus
accrued and unpaid interest thereon, and the Registrant, the Subsidiary
Guarantors and the Trustee executed the Fourth Supplemental Indenture to the
Indenture.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
3.1 Second Restated Certificate of Incorporation of
Heafner Tire Group, Inc.
4.1 Fourth Supplemental Indenture, dated as of March 27,
2002, among Heafner Tire Group, Inc., the Subsidiary
Guarantors named therein, and First Union National
Bank, as Trustee.
10.1 Share Purchase Agreement, dated as of March 27, 2002,
among Heafner Tire Group, Inc. and the Investors
named therein.
99.1 Press Release, dated March 27, 2002.
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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.
Date: April 11, 2002
HEAFNER TIRE GROUP, INC.
/s/ Richard P. Johnson
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Richard P. Johnson
President and Chief Executive Officer
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