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): January 22, 2001
U.S. AUTOMOTIVE MANUFACTURING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 00-20436 65-0309477
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
ROUTE 627, AIRPORT DRIVE
TAPPAHANNOCK, VA 22560
(Address of principal executive offices)
(804) 443-5356
(Registrant's telephone number, including area code)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On January 22, 2001, the Company filed voluntary petitions for protection
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware in Wilmington (the "Bankruptcy
Court"), cases numbered 01-235 through 01-237 (the "Bankruptcy Filing").
As a result of the Chapter 11 filing, the Company is operating and managing
its businesses as debtors-in-possession subject to Bankruptcy Court approval for
certain actions of the Company.
On January 24, 2001, the Bankruptcy Court approved a number of motions
filed on January 22, 2001, including, inter alia, motions relating to: (i)
interim use of cash collateral, (ii) interim post-petition financing. (iii)
interim compensation and reimbursement of expenses of professionals and (iv)
joint administration of bankruptcy estates. On February 8, 2001, the Bankruptcy
Court will hold a final hearing to consider whether to approve approximately
$11.0 million (including approximately $10.1 million of pre-petition secured
debt) of debtor-in-possession ("DIP") financing with IBJ Whitehall Business
Credit Corporation as agent for a consortium of banks, as well as a final
hearing on the use of cash collateral and approval of the bid procedures and
break-up fees.
In addition, on January 23, 2001, the Company issued a press release
announcing the Bankruptcy Filing, which press release is filed as Exhibit 99.1
hereto.
ITEM 5. OTHER EVENTS.
On January 22, 2001, U.S. Automotive Manufacturing, Inc. and its
wholly-owned subsidiaries, US Automotive Friction, Inc. and Quality Automotive
Company (collectively, the "Company"), entered into a definitive agreement (the
"Asset Purchase Agreement") to sell substantially all of the Company's assets
(the "Assets") to FDP Virginia, Inc. (the "Buyer"), a subsidiary of Friction
Division Products, Inc. and W & W Electronics, Limited.
The aggregate purchase price to be paid for the assets is approximately
$8.7 million (which includes approximately $1.4 million for a release by FDP
Brakes, Inc., an affiliate of Friction Division Products, Inc., in certain real
property of Seller), subject to post-closing adjustment. The consideration to be
paid for the Assets was determined upon arms-length negotiations between the
Company and Buyer. The closing of the transaction is contingent upon approval by
the bankruptcy court and the Buyer having obtained the financing necessary to
consummate the sale.
The Asset Purchase Agreement is filed as Exhibit 99.2 hereto.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press Release dated January 23, 2001.
Exhibit 99.2 Asset Sale and Purchase Agreement, dated as of January
22, 2001, by and among the Company, FDP Virginia, Inc.,
Friction Division Products, Inc., FDP Brakes, Inc. and
W & W Electronics, Limited.
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.
U.S. AUTOMOTIVE MANUFACTURING, INC.
Date: January 26, 2001 By: /s/ MARTIN CHEVALIER
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Martin Chevalier
President