AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998.
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): November 13, 1998
DELCO REMY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13683 35-1909253
(State or other (Commission file number) (IRS employer identification
jurisdiction of number)
incorporation)
2902 ENTERPRISE DRIVE
ANDERSON, INDIANA 46013
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (765) 778-6499
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 13, 1998, Reman Holdings, Inc., a wholly owned subsidiary of Delco
Remy International, Inc. (the "Company"), purchased 100% of the Common Stock of
Williams Technologies, Inc. ("Williams") from The W.W. Williams Company for
$40,000,000 in cash, less Williams' intercompany and third-party debt and
subject to working capital and other adjustments. The purchase was funded
through proceeds from the Company's Senior Credit Facility.
Williams is a remanufacturer of automatic transmissions and torque converters
for automotive and medium and heavy duty truck applications. Its primary market
is the dealer network of major North American and foreign original equipment
vehicle manufacturers. The Company does not currently anticipate any significant
changes in the operation of the business of Williams.
ITEM 5. OTHER EVENTS
On November 13, 1998, the Company amended its Senior Credit Facility. Pursuant
to the Senior Credit Facility, as amended, revolving loans are available in the
aggregate principal amount of $300,000,000 for general purposes (including
acquisitions). The Company has the option of paying an interest rate of one
bank's prime rate or a LIBOR-based rate. The Senior Credit Facility contains
various covenants which include, among other things: (i) limitations on
additional borrowings and encumbrances; (ii) the maintenance of certain
financial ratios and compliance with certain financial tests and limitations;
(iii) limitations on cash dividends paid; (iv) limitations on investments and
capital expenditures; and (v) limitations on leases and sales of assets. The
Senior Credit Facility is collateralized by a lien on substantially all assets
of the Company and its domestic subsidiaries and by all the capital stock of
such subsidiaries held by the Company or any such other subsidiary. The Senior
Credit Facility terminates on October 31, 2003.
The description contained herein of the Senior Credit Facility, as amended, is
qualified in its entirety by reference to the Fourth Amendment to Fourth Amended
and Restated Financing Agreement, dated as of November 13, 1998, which is
attached to this Report as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by this Item
7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than January 29, 1999.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than January
29, 1999.
(c) Exhibits
The following exhibit has been filed as a part of this report.
Exhibit 99.1 Fourth Amendment to Fourth Amended and Restated Financing
Agreement, dated November 13, 1998, by and among the Company,
certain of the Company's subsidiaries signatories thereto and Bank
One, Indiana, National Association, The CIT Group/Business Credit,
Inc., Dresdner Bank AG, New York and Grand Cayman Branches,
Keybank National Association and Paribas.
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.
DELCO REMY INTERNATIONAL, INC.
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(Registrant)
Date: November 23, 1998 By: /s/ David L. Harbert
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David L. Harbert
Executive Vice President and
Chief Financial Officer
Date: November 23, 1998 By: /s/ David E. Stoll
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David E. Stoll
Vice President and Controller
Chief Accounting Officer