________________________________________________________________________
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 11, 1996
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 33-75510-01 13-3770905
DELAWARE 1-12944 57-0993690
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
29 STEVENS STREET
GREENVILLE, SC 29605
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (864) 239-2320
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
JPS AUTOMOTIVE L.P.
(a) and (b) On December 11, 1996, Collins & Aikman Corporation
("Collins & Aikman"), through its subsidiaries, acquired JPS Automotive L.P.
("JPS Automotive") from Foamex International, Inc. ("Foamex") pursuant to an
Equity Purchase Agreement dated August 28, 1996, as amended December 11, 1996
(the "JPS Automotive Acquisition"). Collins & Aikman is a major supplier of
textile and plastic interior trim products and convertible top systems to the
North American automotive industry. The purchase price for the JPS Automotive
Acquisition was an aggregate of approximately $220 million (subject to
post-closing adjustment), consisting of approximately $194 million of
indebtedness of JPS Automotive and $26 million in cash to Foamex. Collins
& Aikman also purchased a minority interest in a JPS Automotive subsidiary
for a purchase price of $10 million.
The cash portion of the purchase price of the JPS Automotive
Acquisition and the approximately $14 million of indebtedness of JPS Automotive
that was repaid at the time of closing were funded through Collins & Aikman's
existing revolving facility with a syndicate of banks arranged by The Chase
Manhattan Bank (the "Revolver"). The Revolver has an aggregate principal amount
of $250 million and matures July 13, 2001.
The indebtedness of JPS Automotive includes approximately $180 million
of indebtedness related to JPS Automotive's 11-1/8% Senior Notes due 2001 (the
"JPS Automotive Senior Notes")(approximately $64.5 million of which was
effectively contributed to JPS Automotive by Collins & Aikman on December 11,
1996). As a result of the JPS Automotive Acquisition, holders of the JPS
Automotive Senior Notes will have the right to put their notes to JPS Automotive
at a price of 101% of their principal amount plus accrued interest. Collins &
Aikman entered into a $200 million delayed draw term loan with a syndicate of
banks arranged by The Chase Manhattan Bank, the proceeds of which will be
available to allow Collins & Aikman or a subsidiary to finance the purchase of
any JPS Automotive Senior Notes that are put to JPS Automotive as a result of
the JPS Automotive Acquisition or otherwise acquire JPS Automotive Senior Notes.
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In the JPS Automotive Acquisition, Collins & Aikman Products Co. ("C&A
Products"), a wholly owned subsidiary of Collins & Aikman, acquired a .9999%
limited partnership interest in JPS Automotive from Foamex and a 99% limited
partnership interest in JPS Automotive from
Foamex - JPS Automotive L.P., a Delaware limited partnership controlled by
Foamex. PACJ, Inc., a wholly owned subsidiary of C&A Products, acquired a .0001%
general partnership interest in JPS Automotive from JPSGP Inc., a subsidiary of
Foamex. Accordingly, 100% of the partnership interests in JPS Automotive are
owned by PACJ, Inc. and C&A Products, which are, respectively, indirect and
direct wholly owned subsidiaries of Collins & Aikman.
Under C&A Products' credit facilities, 100% of Collins & Aikman's
equity interests in JPS Automotive is pledged to a syndicate of banks headed
by The Chase Manhattan Bank. The credit facilities contain events of default
typical for facilities of this type (with customary qualifications and
exceptions), including nonpayment of principal or interest; violation of
covenants; material breaches of representations and warranties; bankruptcy;
and material undischarged judgements.
JPS AUTOMOTIVE PRODUCTS CORP.
(a) and (b) JPS Automotive Products Corp. is, and following the JPS
Automotive Acquisition continues to be, a wholly owned subsidiary of JPS
Automotive. For a description of the change in control of JPS Automotive as a
result of the JPS Automotive Acquisition, see "JPS Automotive L.P." above.
ITEM 7 FINANCIAL STATEMENT AND EXHIBITS
(c) The exhibits furnished in connection with this Report are as
follows:
EXHIBIT
Number Description
2.1 Equity Purchase Agreement by and among JPSGP, Inc.,
Foamex - JPS Automotive L.P. and Collins & Aikman
Products Co. dated August 28, 1996 is hereby
incorporated by reference to Exhibit 2.1 of Collins &
Aikman Corporation's Report on Form 10-Q for the
fiscal quarter ended July 27, 1996.
2.2 Amendment No. 1 to Equity Purchase Agreement by
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and among JPSGP, Inc., Foamex - JPS Automotive L.P.,
Foamex International Inc. and Collins & Aikman Products
Co. dated as of December 11, 1996 is hereby incorporated
by reference to Exhibit 2.2 of Collins & Aikman
Corporation's Report on Form 8-K dated December 19,
1996.
4.1 Amended and Restated Credit Agreement, dated as
of June 3, 1996, among Collins & Aikman Products
Co., as Borrower, Collins & Aikman Canada Inc.,
as Canadian Borrower, Collins & Aikman
Corporation, as Guarantor, the lenders named
therein, Bank of America N.T.S.A. and
NationsBank, N.A., as Managing Agents, and
Chemical Bank, as Administrative Agent, is
hereby incorporated by Reference to Exhibit 4.1
of Collins & Aikman Corporation's current Report
on Form 8-K dated June 7, 1996.
4.2. Amendment, dated as of December 5, 1996, to the
Amended and Restated Credit Agreement, dated as
of June 3, 1996, among Collins & Aikman Products
Co., as Borrower, Collins & Aikman Canada Inc.,
as Borrower, Collins & Aikman Corporation, as
Guarantor, the Lenders parties thereto, and The
Chase Manhattan Bank, as Administrative Agent,
is hereby incorporated by reference to Exhibit
4.5 of Collins & Aikman Corporation's Report on
Form 10-Q for the fiscal quarter ended October 26, 1996.
4.3. Credit Agreement, dated as of December 5, 1996,
among Collins & Aikman Products Co., as Borrower,
Collins & Aikman Corporation, as Guarantor, the Lenders
named therein and The Chase Manhattan Bank, as
Administrative Agent, is hereby incorporated by
reference to Exhibit 4.6 of Collins & Aikman
Corporation's Report on Form 10-Q for the fiscal quarter
ended October 26, 1996.
4.4 Indenture dated as of June 28, 1994, between JPS
Automotive Products Corp. and Shawmut Bank
Connecticut, N.A., as trustee, is hereby
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incorporated by reference to Exhibit 4.2 to JPS
Automotive Products Corp.'s Registration
Statement on Form S-1, Registration No. 33-75510.
4.5 First Supplemental Indenture, dated as of
October 5, 1994, by and among JPS Automotive
Products Corp., JPS Automotive L.P., and Shawmut
Bank Connecticut, N.A., is hereby incorporated
herein by reference to Exhibit 4.48A to JPS
Automotive L.P.'s and JPS Automotive Products
Corp.'s Report on Form 10-Q for the fiscal
quarter ended October 2, 1994.
99.1 Press Release dated December 11, 1996 is incorporated
by reference to Exhibit 99.2 to Collins & Aikman
Corporation's Report on Form 8-K dated December 19,
1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
JPS AUTOMOTIVE L.P.
(Registrant)
By: PACJ, Inc., its
General Partner
Date: December 20, 1996 By: /s/J. Michael Stepp
--------------------
Name:J. Michael Stepp
Title:Executive Vice President
and CFO
JPS AUTOMOTIVE
PRODUCTS CORP.
(Registrant)
Date: December 20, 1996 By: /s/J. Michael Stepp
--------------------
Name:J. Michael Stepp
Title:Executive Vice President
and CFO