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): February 9, 2007

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)

(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 February 5, 2007, Remy International, Inc. (the “Company”), completed the previously announced sale, which includes the purchase of substantially all assets (and assume certain liabilities) of its Diesel business, to Caterpillar Inc., and Caterpillar Reman Acquisition LLC. (“Caterpillar”). Caterpillar paid $153.2 million in cash for two of the Company’s subsidiaries, Franklin Power Products, Inc. and International Fuel Systems, Inc. The purchase price is subject to adjustments in the Net Investment in the business including working capital based on closing financial statements.

The description and material terms of the transaction contained in this item 2.01 does not purport to be complete and is qualified in its entirety by terms of the Asset Purchase Agreement, which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 6, 2007, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The required unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2006, the years ended December 31, 2005, 2004 and 2003 and the unaudited pro forma condensed consolidated balance sheet at September 30, 2006 are furnished in Exhibit 99.2 to this Form 8-K.

(d) Exhibits.

99.1 Press release dated February 9, 2007 announcing the consummation of the sale of the Diesel Remanufacturing Business.

99.2 Remy International, Inc. unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2006 and the years ended December 31, 2005, 2004 and 2003 and the unaudited pro forma condensed consolidated balance sheet at September 30, 2006.

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: February 9, 2007	REMY INTERNATIONAL, INC.
	By:	/s/ Kerry A. Shiba
	Name:	Kerry A. Shiba
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press release dated February 9, 2007 announcing the consummation of the sale of the Diesel Remanufacturing Business.
99.2	Remy International, Inc. unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2006 and the years ended December 31, 2005, 2004 and 2003 and the unaudited pro forma condensed consolidated balance sheet at September 30, 2006.

EX-99.1

	Exhibit 99.1
	REMY INTERNATIONAL, INC. World Headquarters · 2902 Enterprise Drive · Anderson, Indiana 46013

For Immediate Release February 9, 2007

Remy International Contact:

Leah Campbell

Corporate Communications

765-621-3797

Campbell.leah@remyinc.com

Remy International Closes Sale of Diesel Remanufacturing Business of Franklin

Power Products, Inc. and International Fuel Systems, Inc. to Caterpillar Inc.

Anderson, Indiana, February 9, 2007 / PR Newswire - Remy International, Inc. (“Remy International” or the “Company”), announced the closing of the sale of its light and medium truck diesel engine and component remanufacturing business (the “Business”) conducted by Franklin Power Products, Inc. and International Fuel Systems, Inc. to Caterpillar Inc. Total cash proceeds were $153.2 million, including $3.2 million of an estimated post-closing purchase price adjustment. The Company does not anticipate the purchase price will change materially when final post-closing adjustments are determined.

“We are pleased that we were able to complete the sale of these non-core businesses,” said John Weber, President and Chief Executive Officer. “Available proceeds from the sale were used to reduce our debt burden while the Company continues to focus on improving margins of its core businesses and to delever its balance sheet.”

As previously announced, the Company amended its senior secured revolving credit and term loan facility (the “Senior Credit Facility”) to effectuate the sale. Under the terms of the amendment, the first $50 million of proceeds from the transaction have been deposited in a restricted account, pledged as collateral to the Company’s lenders under the Senior Credit Facility and available for withdrawal only with the required consent of senior lenders. $7.8 million of the proceeds were retained by the Company to pay certain expenses related to the transaction and make a required distribution of available cash to a

joint venture partner of the Business. The remaining $95.4 million was used to repay outstanding revolver borrowings under the Senior Credit Facility. As also announced previously, the revolving portion of the senior credit facility was permanently reduced by $40 million, from $160 million to $120 million. The Company estimates its liquidity to be $98.2 million, consisting of unrestricted cash and cash equivalents of $22.7 million and permitted availability under the Company’s revolving credit facility of approximately $75.5 million as of the closing date and after application of sale proceeds described above.

Rothschild Inc. is assisting the Company in exploring strategic alternatives to delever its balance sheet and enhance its liquidity position, which continues to be affected by debt service and other requirements and automotive industry pressures.

About Remy International, Inc.:

Remy International, Inc., headquartered in Anderson, Indiana, is a leading manufacturer, remanufacturer and distributor of Delco Remy brand heavy-duty systems and Remy brand starters and alternators, diesel engines, locomotive products and hybrid power technology. The Company also provides a worldwide components core-exchange service for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications.

Caution Regarding Forward-Looking Statements:

The Company cautions readers that any such forward-looking statements are based on current assumptions and expectations which are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors including, but not limited to: risks associated with the uncertainty of future financial results and liquidity including borrowing availability under the Company’s credit facilities (to the extent permitted by the Company’s indentures), access to accounts receivable sale programs, or otherwise; availability of financing and our ability to generate positive cash flow for debt service, working capital, capital expenditures, operating expenditures or other general corporate purposes; restructuring and other risks with respect to dispositions and acquisition of assets, including integration costs and benefits and indemnification claims; general conditions in the automotive industry and the markets for our products; reduced purchases of our products by our customers and our ability to attract new customers or retain existing customers; our ability to achieve sufficient cost reductions to remain competitive; reduced demand for our customers’ products or volume reductions; our ability, our suppliers’ ability, our customers’ ability and their suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages; additional restructuring actions that may occur including both costs and benefits; supply shortages or price fluctuations in raw materials, goods purchased for resale, utilities or other operating supplies; customs duty claims and foreign currency fluctuations; our ability to develop and produce new products that reflect market demand; our ability to respond to changes in technology or increased competition; adverse changes in laws or governmental regulations affecting our operating expenses, market conditions or demand for our products or our customers’ products; adverse changes in the economic conditions or political stability of our principal markets; liabilities arising from warranty claims or legal proceedings to which we are or may become a party or claims against us or our products; risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities;

our ability to attract and retain key employees; changes in laws, governmental regulations or markets for investments affecting pension plan contributions; and other unanticipated events and conditions that may hinder our ability to compete. For additional discussion, see “Item 1A. Risk Factors” in our most recent annual report on Form 10-K and the Company’s other filings with the SEC.

Remy International Website: http://www.remyinc.com

#  #  #

EX-99.2

Exhibit 99.2

Following are the unaudited pro forma consolidated statements of operations of Remy International, Inc. for the nine months ended September 30, 2006 and the years ended December 31, 2005, December 31, 2004 and December 31, 2003 and the unaudited pro forma consolidated balance sheet of Remy International, Inc. at September 30, 2006. The unaudited pro forma consolidated statements of operations give effect to the disposition of Franklin Power Products, Inc. and International Fuel Systems, Inc. and the discontinuation of Powerbilt Products, Inc. as if they had occurred on January 1, 2003. The unaudited pro forma balance sheet gives effect to these actions as if they had occurred on September 30, 2006.

The unaudited pro forma 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 adjustments 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 Franklin Power Products, Inc. and International Fuel Systems, Inc. and the discontinuation of Powerbilt Products, Inc. The pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated statements of operations and unaudited pro forma consolidated balance sheet.

The unaudited pro forma 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, 2005 and the unaudited financial statements included on Form 10-Q for the period ended September 30, 2006.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

				Pro Forma Adjustments
IN THOUSANDS, For the nine months ended September 30, 2006	Historical			Discontinued Businesses (a)			Pro Forma
Net sales	$	1,078,506		$	(128,751	)	$	949,755
Cost of goods sold		948,579			(109,175	)		839,404
Gross profit / loss		129,927			(19,576	)		110,351
Selling, general and administrative expenses		97,924			247	(b)		98,171
Restructuring charges		6,405			—			6,405
Operating income / loss		25,598			(19,823	)		5,775
Interest expense, net		62,869			(8,474	)		54,395
Income / loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		(37,271	)		(11,349	)		(48,620	)
Income tax expense / benefit		4,352			(55	)		4,297
Minority interest		3,850			(3,536	)		314
Loss from unconsolidated subsidiaries		3,641			—			3,641
Net loss from continuing operations	$	(49,114	)	$	(7,758	)	$	(56,872	)

(a) Represents the combined historical statements of operations of Franklin Power Products, Inc., International Fuel Systems, Inc. and the discontinued operations of Powerbilt Products, Inc. Revenue of Powerbilt was $15 with an operating loss of $(109).

(b) Includes other income of $656.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

				Pro Forma Adjustments
IN THOUSANDS, For the year ended December 31, 2005	Historical			Discontinued Businesses (a)			Pro Forma
Net sales	$	1,228,950		$	(113,645	)	$	1,115,305
Cost of goods sold		1,081,743			(100,356	)		981,387
Gross profit / loss		147,207			(13,289	)		133,918
Selling, general and administrative expenses		139,189			(224	) (b)		138,965
Impairment charges		13,917			—			13,917
Restructuring charges		4,850			(378	)		4,472
Operating income / loss		(10,749	)		(12,687	)		(23,436	)
Interest expense, net		69,409			(7,804	)		61,605
Loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		(80,158	)		(4,883	)		(85,041	)
Income tax expense / benefit		13,187			(33	)		13,154
Minority interest		3,442			(3,015	)		427
Loss from unconsolidated subsidiaries		(208	)		—			(208	)
Net loss from continuing operations	$	(96,579	)	$	(1,835	)	$	(98,414	)

(a) Represents the combined historical statements of operations of Franklin Power Products, Inc., International Fuel Systems, Inc. and the discontinued operations of Powerbilt Products, Inc. Revenue of Powerbilt was $2,854 with an operating loss of $(2,170).

(b) Includes other income of $336.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

			Pro Forma Adjustments
IN THOUSANDS, For the year ended December 31, 2004	Historical		Discontinued Businesses (a)			Pro Forma
Net sales	$	1,051,165	$	(78,742	)	$	972,423
Cost of goods sold		850,672		(65,737	)		784,935
Gross profit / loss		200,493		(13,005	)		187,488
Selling, general and administrative expenses		113,263		236	(b)		113,499
Impairment charges		—		—			—
Restructuring charges		942		64			1,006
Operating income / loss		86,288		(13,305	)		72,983
Interest expense, net		58,237		(7,023	)		51,214
Loss on early extinguishment of debt		7,939		—			7,939
Loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		20,112		(6,282	)		13,830
Income tax expense / benefit		5,367		(78	)		5,289
Minority interest		2,798		(2,073	)		725
Loss from unconsolidated subsidiaries		588		—			588
Net income / loss from continuing operations	$	11,359	$	(4,131	)	$	7,228

(a) Represents the combined historical statements of operations of Franklin Power Products, Inc., International Fuel Systems, Inc. and the discontinued operations of Powerbilt Products, Inc. Revenue of Powerbilt was $2,784 with an operating loss of $(695).

(b) Includes other income of $536.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

				Pro Forma Adjustments
IN THOUSANDS, For the year ended December 31, 2003	Historical			Discontinued Businesses (a)			Pro Forma
Net sales	$	972,794		$	(63,721	)		909,073
Cost of goods sold		909,562			(70,430	)		839,132
Gross profit / loss		63,232			6,709			69,941
Selling, general and administrative expenses		96,770			(279	) (b)		96,491
Impairment charges		—			—			—
Restructuring charges		48,968			(187	)		48,781
Operating income / loss		(82,506	)		7,175			(75,331	)
Interest expense, net		55,454			(5,618	)		49,836
Loss from continuing operations before income taxes, minority interest and loss from unconsolidated joint ventures		(137,960	)		12,793			(125,167	)
Income tax expense / benefit		36,682			(34	)		36,648
Minority interest		(143	)		1,888			1,745
Loss from unconsolidated subsidiaries		6,427			—			6,427
Net loss from continuing operations	$	(180,926	)	$	10,939		$	(169,987	)

(a) Represents the combined historical statements of operations of Franklin Power Products, Inc., International Fuel Systems, Inc. and the discontinued operations of Powerbilt Products, Inc. Revenue of Powerbilt was $2,144 with an operating loss of $(661).

(b) Includes other income of $331.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

				Pro Forma Adjustments
IN THOUSANDS, At September 30, 2006	Historical			Discontinued Businesses (a)			Pro Forma
Assets:
Current assets:
Cash and cash equivalents	$	27,154		$	93,242		$	120,396
Trade accounts receivable, net		201,851			(28,019	)		173,832
Other receivables		24,379			—			24,379
Inventories		280,109			(40,949	)		239,160
Deferred income taxes		1,793			—			1,793
Assets of discontinued operations		4			—			4
Other current assets		9,610			—			9,610
Total current assets		544,900			24,274			569,174
Restricted cash		—			50,000			50,000
Property, plant and equipment, net		171,137			(15,546	)		155,591
Deferred financing costs, net		10,762			1,222			11,984
Goodwill, net		156,650			(14,030	)		142,620
Investments in unconsolidated subsidiaries		2,274			—			2,274
Other assets		34,013			(262	)		33,751
Total assets	$	919,736		$	45,658		$	965,394
Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	231,531		$	(30,878	)	$	200,654
Accrued interest		21,244			—			21,244
Accrued restructuring		5,955			(96	)		5,859
Liabilities of discontinued operations		239			1,526			1,765
Other liabilities and accrued expenses		149,699			(9,691	)		140,008
Current maturities of long-term debt		28,335			—			28,335
Total current liabilities		437,003			(39,138	)		397,865
Long-term debt, net of current portion		723,729			—			723,729
Post retirement benefits other than pensions		16,408			—			16,408
Accrued pension benefits		14,746			—			14,746
Accrued restructuring		1,054			—			1,054
Deferred income taxes		11,731			—			11,731
Other non-current liabilities		46,456			(4,427	)		42,029
Minority interest		14,521			(6,786	)		7,735
Redeemable preferred stock		—			—			—
Common stock:
Class B Shares		3			—			3
Paid -in capital		334,336			—			334,336
Retained deficit		(676,956	)		96,009			(580,947	)
Accumulated other comprehensive loss		(3,295	)		—			(3,295	)
Total stockholders’ deficit		(345,912	)		96,009			(249,903	)
Total liabilities and stockholders’ deficit	$	919,736		$	45,658		$	965,394

(a) Represents the combined historical balance sheets of Franklin Power Products, Inc., International Fuel Systems, Inc., Powerbilt Products, Inc. and related consolidations including net proceeds and estimated net gain on the sale of the businesses. Estimated net gain was calculated as if the transaction occurred on September 30, 2006 and includes the effect of entering into an amendment relating to the Senior Revolving Credit and Term Loan Facility.