SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 21, 1998
STANDARD AUTOMOTIVE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-13657 59-2018007
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
321 Valley Rd., Hillsborough, NJ 08876-4056
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, (908) 369-5544
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Item 2. Acquisition or Disposition of Assets.
On July 21, 1998, pursuant to the terms of the Stock Purchase Agreement
dated February 24, 1998, as amended, Standard Automotive Corporation (the
"Company") completed the acquisition of all of the outstanding capital stock of
Barclay Investments, Inc. ("Barclay"). In consideration for such capital stock,
the Company issued to the shareholders of Barclay an aggregate of 185,000 shares
of the common stock of the Company.
Simultaneously with the Company's acquisition of Barclay, pursuant to the
terms of the Stock Purchase Agreement dated February 13, 1998, as amended,
Barclay acquired all of the outstanding capital stock of R&S Truck Body, Inc.
(the "R&S Acquisition"). The aggregate consideration paid to the holders of the
capital stock of R&S (the "Shareholders") was $13,012,266 in cash and 95,126
shares of the Company's common stock (the "Consideration Shares"). Also, pending
the outcome of certain events which will impact the financial results of R&S as
of the Closing Date, the Shareholders may receive additional cash consideration
in the amount of approximately $656,000.
The Consideration Shares are subject to a put agreement among the
Shareholders, Barclay and the Company (the "Put Agreement"). Under the Put
Agreement, the Shareholders may sell or "put" the Consideration Shares to
Barclay or the Company for an aggregate dollar amount of $1,000,000 during the
period commencing on November 30, 1999 and ending December 31, 1999.
Concurrently with the R&S Acquisition, the Company also entered into a
consulting and noncompetition agreement with William Smith, a shareholder of
R&S, and employment agreements with several key employees of R&S.
R&S is engaged in the design, manufacture and sale of customized dump
trucks and trailers, specialized truck suspension systems and related products
and parts. R&S also acts as a distributor for truck equipment manufactured by
other companies, including cranes, tarpaulins, spreaders, plows and specialized
service bodies. R&S recently tripled its manufacturing facilities with the
completion of a new 145,000 square foot plant.
In connection with the acquisition of Barclay, the Company waived the
right to cause Barclay to acquire the capital stock of CPS Trailer Company, Inc.
("CPS"). This decision was made as a result of an accident involving a truck
body manufactured by CPS which occurred after the execution of the Purchase
Agreement between Barclay and CPS. Nevertheless, as a condition to the
acquisition of Barclay, the Company caused Barclay to enter into a 60-day
extension with CPS preserving Barclay's right to acquire CPS should it be
determined that the potential liability to CPS arising out of the aforementioned
incident is not significant or has been settled in a manner which limits the
potential liability of Barclay and the Company.
The source of the funds to finance the R&S Acquisition was a $40,000,000
Revolving Credit and Term Loan Agreement (the "Credit Agreement") which the
Company and certain of its subsidiaries (acting as Guarantors) entered into on
July 21, 1998 with PNC Bank, National Association ("PNC"), both individually and
as agent for other financial institutions.
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The Credit Agreement provides for Term Loans in the amount of $18,000,000
and a Revolving Loan in the principal amount of $14,000,000 (collectively, the
"Loans"). In addition, the amounts available under the Terms Loans and the
Revolving Loan will be increased by $7,000,000 and $1,000,000, respectively, if
the Company completes the acquisition of CPS. Portions of the Term Loans were
used to fund the R&S Acquisition and to retire certain indebtedness of R&S and
the Company. Proceeds available under the Revolving Loan may be used for general
working capital. Interest on the amounts outstanding under the Loans is payable
monthly and accrues at a variable rate based upon LIBOR or the Base Rate of PNC,
plus a percentage which adjusts from time to time based upon the ratio of the
Company's indebtedness to EBITDA, as such terms are defined in the Loan
Agreement. The rate of interest for the Loans is currently 8.16%. The principal
amount of the Term Loans is payable in full on July 21, 2004. Amounts
outstanding under the Revolving Loan are payable in full on July 21, 2001,
subject to the Company's request, with the approval of PNC, to extend the due
date for a one-year period, for a maximum extension period of three years. All
amounts outstanding under the Credit Agreement are secured by a lien on
substantially all of the Company's assets.
In connection with the R&S Acquisition, the Company incurred approximately
$3,700,000 in investment banking and finder's fees, and legal and accounting
expenses. The Company also incurred approximately $1,700,000 in similar fees and
expenses, including bank fees, in connection with the procurement of the
financing arrangement with PNC.
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Item 7. Financial Statements and Exhibits
(a) The financial statements required to be filed with this Report were
not available at the time of this filing. Such financial statements will be
filed as an amendment to this Form 8-K not later than 60 days after the date of
the acquisition.
(b) The pro forma financial information required to be filed with this
Report was not available at the time of this filing. Such pro forma financial
information will be filed as an amendment to this Form 8-K not later than 60
days after the date of the acquisition of R&S.
(c) Exhibits
2.1 Stock Purchase Agreement among Barclay Investments, Inc., CPS
Trailer Company, Inc. and the shareholder of CPS Trailer
Company, Inc.*
2.2 Stock Purchase Agreement among Standard Automotive
Corporation, Barclay Investments, Inc. and the shareholders of
Barclay Investments, Inc.*
2.3 Stock Purchase Agreement among Barclay Investments, Inc., R&S
Truck Body, Inc. and the shareholders of R&S Truck Body, Inc.*
2.4 First amendment to Stock Purchase Agreement among Barclay
Investments, Inc., CPS Trailer Company, Inc. and the
shareholder of CPS Trailer Company, Inc.**
2.5 First amendment to Stock Purchase Agreement among Barclay
Investments, Inc., R&S Truck Body, Inc. and the shareholders
of R&S Truck Body, Inc.**
2.6 Second Amendment to Stock Purchase Agreement among Barclay
Investments, Inc., R&S Truck Body, Inc. and the shareholders
of R&S Truck Body, Inc.**
2.7 Second Amendment to Stock Purchase Agreement among Barclay
Investments, Inc., CPS Trailer Company, Inc. and the
shareholder of CPS Trailer Company, Inc.
2.8 First Amendment to Stock Purchase Agreement among Standard
Automotive Corporation, Barclay Investments, Inc. and the
shareholders of Barclay Investments, Inc.
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* Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for December 31, 1997.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 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 hereunto duly authorized.
STANDARD AUTOMOTIVE CORPORATION
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(Registrant)
Date: August 5, 1998 By: /s/ Roy Ceccato
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Name: Roy Ceccato
Title: Chief Financial Officer
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