8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 1, 2004

REMY INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-13683	35-1909253
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2902 Enterprise Drive Anderson, Indiana		46013
(Address of principal executive offices)		(Zip Code)

(765) 778-6499

(Registrant’s Telephone Number, Including Area Code)

DELCO REMY INTERNATIONAL, INC.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets

On September 1, 2004, Remy International, Inc. (the “Company”) completed the previously announced sale of its transmission remanufacturing business to Caterpillar Inc. (NYSE: CAT) (“Caterpillar”). Caterpillar paid $105 million in cash for two of the Company’s wholly-owned subsidiaries, Williams Technologies, Inc. and JAX Reman, L.L.C.

The Company also completed plans for the disposition of its automatic transmission remanufacturing business, AutoMatic Transmission International A/S, based in Soborg, Denmark.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The required pro forma condensed consolidated statements of operations for the six months ended June 30, 2004 and the years ended December 31, 2003, December 31, 2002 and December 31, 2001 and the pro forma condensed consolidated balance sheet at June 30, 2004 are furnished in Exhibit 99.1 to this Form 8-K.

(c) Exhibits.

99.1 Pro forma condensed consolidated statements of operations for the six months ended June 30, 2004 and the years ended December 31, 2003, December 31, 2002 and December 31, 2001 and the pro forma condensed consolidated balance sheet at June 30, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2004	REMY INTERNATIONAL, INC.
	By:	/S/ Rajesh K. Shah
	Name:	Rajesh K. Shah
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Pro forma condensed consolidated statements of operations for the six months ended June 30, 2004 and the years ended December 31, 2003, December 31, 2002 and December 31, 2001 and the pro forma condensed consolidated balance sheet at June 30, 2004.

EX-99.1

Exhibit 99.1

Remy International, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

Following are the unaudited pro forma condensed consolidated statements of operations of Remy International, Inc. for the six months ended June 30, 2004 and the years ended December 31, 2003, December 31, 2002 and December 31, 2001 and the unaudited pro forma condensed consolidated balance sheet of Remy International, Inc. at June 30, 2004. The unaudited pro forma condensed consolidated statements of operations give effect to the disposition of Williams Technologies, Inc. and JAX Reman, L.L.C. and the planned disposition of AutoMatic Transmission International A/S as if they had occurred on January 1, 2001. The unaudited pro forma condensed consolidated balance sheet gives effect to these actions as if they had occurred on June 30, 2004.

The unaudited pro forma condensed consolidated statements of operations and balance sheet were derived by adjusting the historical financial statements of Remy International, Inc. The adjustments are based on currently available information and, therefore, the actual effects of the above transactions may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the disposition of Williams Technologies, Inc. and JAX Reman, L.L.C. and the planned disposition of AutoMatic Transmission International A/S. The pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated statements of operations and pro forma condensed consolidated balance sheet.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto and Remy International, Inc.’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2003 and the unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

IN THOUSANDS, For the six months ended June 30, 2004	Historical		Pro Forma Adjustments						Pro Forma
			Sale of Businesses (a)			Business Held for Sale (b)
Net sales	$	588,765	$	(46,972	)	$	(733	)	$	541,060
Cost of goods sold		478,411		(40,788	)		(1,126	)		436,497
Gross profit / loss		110,354		(6,184	)		393			104,563
Selling, general and administrative expenses		57,401		(722	)		(436	)		56,243
Restructuring charges		1,795		(421	)		—			1,374
Operating income / loss		51,158		(5,041	)		829			46,946
Interest expense, net		33,416		(2,988	)		(258	)		30,170
Loss on early extinguishment of debt		7,939		—			—			7,939
Income / loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		9,803		(2,053	)		1,087			8,837
Income tax expense		1,147		(63	)(c)		—	(d)		1,084
Minority interest		1,370		—			—			1,370
Loss from unconsolidated joint ventures		768		—			—			768
Net income / loss from continuing operations	$	6,518	$	(1,990	)	$	1,087		$	5,615

(a) Represents the combined historical statements of operations of Williams Technologies, Inc. and JAX Reman, L.L.C.

(b) Represents the historical statement of operations of AutoMatic Transmission International A/S.

(c) The income tax provision of the disposed operations reflects state and local income taxes. The Company established a valuation allowance for domestic U.S. deferred tax assets in 2003 which resulted in no domestic U.S. provision on 2004 domestic income.

(d) No income tax benefit was provided on losses in the business held for sale.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

IN THOUSANDS, For the year ended December 31, 2003	Historical			Pro Forma Adjustments						Pro Forma
				Sale of Businesses (a)			Business Held for Sale (b)
Net sales	$	1,053,239		$	(79,423	)	$	(1,022	)	$	972,794
Cost of goods sold		865,403			(72,625	)		(1,456	)		791,322
Cost of goods sold - special charges:
Core inventory valuation		104,113			(183	)		—			103,930
Mexican arbitration award		14,310			—			—			14,310
Gross profit / loss		69,413			(6,615	)		434			63,232
Selling, general and administrative expenses		98,671			(1,363	)		(538	)		96,770
Restructuring charges		49,508			(540	)		—			48,968
Operating income / loss		(78,766	)		(4,712	)		972			(82,506	)
Interest expense, net		62,151			(6,343	)		(354	)		55,454
Loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		(140,917	)		1,631			1,326			(137,960	)
Income tax expense		36,814			(132	)(c)		—	(d)		36,682
Minority interest		(143	)		—			—			(143	)
Loss from unconsolidated joint ventures		6,427			—			—			6,427
Net loss from continuing operations	$	(184,015	)	$	1,763		$	1,326		$	(180,926	)

(a) Represents the combined historical statements of operations of Williams Technologies, Inc. and JAX Reman, L.L.C.

(b) Represents the historical statement of operations of AutoMatic Transmission International A/S.

(c) The income tax provision of the disposed operations reflects state and local income taxes. The Company established a valuation allowance for domestic U.S. deferred tax assets in 2002 which resulted in no domestic U.S. provision on the 2003 domestic income of Williams Technologies, Inc. and JAX Reman, L.L.C.

(d) No income tax benefit was provided on losses in the business held for sale.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

IN THOUSANDS, For the year ended December 31, 2002	Historical			Pro Forma Adjustments						Pro Forma
				Sale of Businesses (a)			Business Held for Sale (b)
Net sales	$	1,026,945		$	(93,691	)	$	(618	)	$	932,636
Cost of goods sold		858,770			(78,549	)		(1,245	)		778,976
Gross profit / loss		168,175			(15,142	)		627			153,660
Selling, general and administrative expenses		97,651			(2,512	)		(103	)		95,036
Restructuring credit		(4,375	)		—			—			(4,375	)
Operating income / loss		74,899			(12,630	)		730			62,999
Interest expense, net		56,416			(5,724	)		(163	)		50,529
Income / loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		18,483			(6,906	)		893			12,470
Income tax expense		8,502			(276	)(c)		—	(d)		8,226
Minority interest		4,245			—			—			4,245
Loss from unconsolidated joint ventures		3,830			—			—			3,830
Net income / loss from continuing operations	$	1,906		$	(6,630	)	$	893		$	(3,831	)

(a) Represents the combined historical statements of operations of Williams Technologies, Inc. and JAX Reman, L.L.C.

(b) Represents the historical statement of operations of AutoMatic Transmission International A/S.

(c) The income tax provision of the disposed operations reflects state and local income taxes. The Company established a valuation allowance for domestic U.S. deferred tax assets in 2001 which resulted in no domestic U.S. provision on the 2002 domestic income of Williams Technologies, Inc. and JAX Reman, L.L.C.

(d) No income tax benefit was provided on losses in the business held for sale.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

IN THOUSANDS, For the year ended December 31, 2001	Historical			Pro Forma Adjustments						Pro Forma
				Sale of Businesses (a)			Business Held for Sale (b)
Net sales	$	967,876		$	(90,250	)	$	(330	)	$	877,296
Cost of goods sold		790,632			(78,378	)		(490	)		711,764
Cost of goods sold - special charges:
Unusual warranty cost		13,945			—			—			13,945
Gross profit / loss		163,299			(11,872	)		160			151,587
Selling, general and administrative expenses		98,413			(769	)		(214	)		97,430
Special charges - selling, general and administrative expenses		16,081			—			—			16,081
Restructuring charges		30,098			—			—			30,098
Operating income / loss		18,707			(11,103	)		374			7,978
Interest expense, net		50,800			(4,675	)		(39	)		46,086
Non-recurring merger and tender offer expenses		4,194			—			—			4,194
Income / loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		(36,287	)		(6,428	)		413			(42,302	)
Income tax expense / benefit		(6,737	)		1,472	(c)		—	(d)		(5,265	)
Minority interest		9,254			—			—			9,254
Loss from unconsolidated joint ventures		2,925			—			—			2,925
Net income / loss from continuing operations	$	(41,729	)	$	(7,900	)	$	413		$	(49,216	)

(a) Represents the combined historical statements of operations of Williams Technologies, Inc. and JAX Reman, L.L.C.

(b) Represents the historical statement of operations of AutoMatic Transmission International A/S.

(c) During 2001, the Company provided a significant valuation allowance on deferred tax assets. This adjustment reflects the effect of removing deferred tax liabilities of the disposed operations.

(d) No income tax benefit was provided on losses in the business held for sale.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

IN THOUSANDS, At June 30, 2004	Historical			Pro Forma Adjustments						Pro Forma
				Sale of Businesses (a)			Business Held for Sale (d)
Assets:
Current assets:
Cash and cash equivalents	$	23,184		$	101,893	(b)	$	(153	)	$	124,924
Trade accounts receivable, net		173,349			(10,475	)		(163	)		162,711
Other receivables		14,967			(235	)		(34	)		14,698
Inventories		237,319			(23,326	)		(687	)		213,306
Assets of discontinued operations		—			650			686			1,336
Other current assets		11,394			(227	)		(14	)		11,153
Total current assets		460,213			68,280			(365	)		528,128
Property, plant and equipment		321,658			(18,998	)		(386	)		302,274
Less accumulated depreciation		186,423			(8,775	)		(251	)		177,397
Property, plant and equipment, net		135,235			(10,223	)		(135	)		124,877
Deferred financing costs, net		16,757			—			—			16,757
Goodwill, net		138,073			(31,709	)		—			106,364
Investments in joint ventures		5,455			—			—			5,455
Other assets		20,234			(75	)		—			20,159
Total assets	$	775,967		$	26,273		$	(500	)	$	801,740
Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	180,656		$	(14,973	)	$	(89	)	$	165,594
Accrued interest		7,428			—			—			7,428
Accrued restructuring		5,260			(252	)		—			5,008
Liabilities of discontinued operations		906			866			1,583			3,355
Other liabilities and accrued expenses		115,670			(4,740	)		(105	)		110,825
Current maturities of long-term debt		24,161			—			—			24,161
Total current liabilities		334,081			(19,099	)		1,389			316,371
Long-term debt, net of current portion		647,301			—			(89	)		647,212
Post retirement benefits other than pensions		16,806			—			—			16,806
Accrued pension benefits		13,128			—			—			13,128
Accrued restructuring		8,053			—			—			8,053
Other non-current liabilities		7,786			—			—			7,786
Minority interest		9,953			—			—			9,953
Redeemable preferred stock		324,877			—			—			324,877
Common stock		3			—			—			3
Retained deficit		(571,280	)		45,372	(c)		(1,800	)(e)		(527,708	)
Accumulated other comprehensive loss		(14,741	)		—			—			(14,741	)
Total stockholders’ deficit		(586,018	)		45,372			(1,800	)		(542,446	)
Total liabilities and stockholders’ deficit	$	775,967		$	26,273		$	(500	)	$	801,740

(a) Represents the combined historical balance sheets of Williams Technologies, Inc. and JAX Reman, L.L.C. and the estimated net proceeds and estimated net gain on the sale of these businesses.

(b) Includes the estimated net proceeds on the sale of Williams Technologies, Inc. and JAX Reman L.L.C. of $101.9 million.

(c) Represents the estimated net gain on the sale of Williams Technologies, Inc. and JAX Reman L.L.C.

(d) Represents the historical balance sheet of AutoMatic Transmission International A/S and the effect of the estimated loss on disposal of this business.

(e) Represents the estimated net loss on disposal of AutoMatic Transmission International A/S.