-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mc93oMiXrATcBsUtvwE1UwqTPEGETClHUJZz07UOdRNdJ+dnp5t2pMv7jpTvUwUU 2Urvfa3WP+bYRx9lAZOX0g== 0001193125-10-001965.txt : 20100106 0001193125-10-001965.hdr.sgml : 20100106 20100106145941 ACCESSION NUMBER: 0001193125-10-001965 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100106 DATE AS OF CHANGE: 20100106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Automotive Inc. CENTRAL INDEX KEY: 0001320459 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340549970 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500 FILM NUMBER: 10511233 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Automotive Fluid Systems Mexico Holding LLC CENTRAL INDEX KEY: 0001320460 IRS NUMBER: 510380442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-09 FILM NUMBER: 10511244 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Holdings Inc. CENTRAL INDEX KEY: 0001320461 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 201945088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-11 FILM NUMBER: 10511243 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FORMER COMPANY: FORMER CONFORMED NAME: CSA Acquisition Corp. DATE OF NAME CHANGE: 20050311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Automotive NC L.L.C. CENTRAL INDEX KEY: 0001320462 IRS NUMBER: 341972839 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-07 FILM NUMBER: 10511242 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Automotive OH, LLC CENTRAL INDEX KEY: 0001320463 IRS NUMBER: 341972845 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-08 FILM NUMBER: 10511241 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSA Services Inc. CENTRAL INDEX KEY: 0001320465 IRS NUMBER: 341969510 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-06 FILM NUMBER: 10511240 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISCO Holding CO CENTRAL INDEX KEY: 0001320467 IRS NUMBER: 341611697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-05 FILM NUMBER: 10511239 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North American Rubber, INC CENTRAL INDEX KEY: 0001320468 IRS NUMBER: 351609926 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-04 FILM NUMBER: 10511238 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: StanTech, Inc. CENTRAL INDEX KEY: 0001320475 IRS NUMBER: 311384014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-03 FILM NUMBER: 10511237 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sterling Investments CO CENTRAL INDEX KEY: 0001320476 IRS NUMBER: 341821393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-02 FILM NUMBER: 10511236 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Westborn Service Center, Inc. CENTRAL INDEX KEY: 0001320477 IRS NUMBER: 381897448 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-01 FILM NUMBER: 10511235 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Automotive FHS Inc. CENTRAL INDEX KEY: 0001397898 IRS NUMBER: 222772953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150500-10 FILM NUMBER: 10511234 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 424B3 1 d424b3.htm SUPPLEMENT NO.11 TO MARKET-MAKING PROSPECTUS DATED APRIL 9, 2009 Supplement No.11 to market-making prospectus dated April 9, 2009

Filed pursuant to Rule 424(b)(3)
File Number 333-150500

COOPER-STANDARD AUTOMOTIVE INC.

Supplement No. 11 to market-making prospectus dated April 9, 2009, as supplemented on May 21, 2009 (Supplement No. 1 and No. 2), May 22, 2009 (Supplement No. 3), June 16, 2009 (Supplement No. 4), June 17, 2009 (Supplement No. 5), August 3, 2009 (Supplement No. 6), August 7, 2009 (Supplement No. 7) and December 30, 2009 (Supplement No. 8, 9, 10)

The date of this supplement is January 6, 2010.

On January 6, 2010, Cooper-Standard Holdings Inc. filed the attached Current Report on Form 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) – January 6, 2010 (December 30, 2009)

 

 

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-123708   20-1945088

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

39550 Orchard Hill Place Drive, Novi, Michigan   48375
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (248) 596-5900

 

 

Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

 

¨ 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-4c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 18, 2009, Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries entered into a Debtor-In-Possession Credit Agreement (the “Replacement DIP Credit Agreement”) among the Company, Cooper-Standard Automotive Inc., an Ohio corporation (the “U.S. Borrower”), Cooper-Standard Automotive Canada Limited, a corporation organized under the laws of Ontario (the “Canadian Borrower”), and METZELER Automotive Profile Systems GmbH, a German limited liability company (the “German Borrower” and, together with the U.S. Borrower and the Canadian Borrower, the “DIP Borrowers”), various lenders party thereto, Deutsche Bank Trust Company Americas, as the administrative agent, collateral agent and documentation agent, and Deutsche Bank Securities Inc., as syndication agent, sole lead arranger and book runner.

As previously disclosed, the lenders under the Replacement DIP Credit Agreement committed to provide superpriority senior secured term loans to the DIP Borrowers in an aggregate principal amount of $175 million (the “Replacement DIP Facility”), subject to various conditions including the entry by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) of a final order (the “Final Order”) approving the Replacement DIP Credit Agreement (together with all related loan documentation) and the borrowings thereunder. The Company’s entry into the Replacement DIP Credit Agreement and the terms thereof were previously disclosed in, and are described under Item 1.01 of, the Company’s Current Report on Form 8-K filed on December 24, 2009, and such description is incorporated by reference herein.

On December 29, 2009, the Bankruptcy Court entered the Final Order approving the Replacement DIP Credit Agreement (and related loan documentation) and the borrowings thereunder. Funding under the Replacement DIP Credit Agreement occurred on December 30, 2009, whereby (i) $75 million was borrowed by the U.S. Borrower, (ii) $50 million was borrowed by the Canadian Borrower and (iii) $50 million was borrowed by the German Borrower and, concurrently with such funding, liens on assets of the DIP Borrowers and certain of their subsidiaries were granted and guarantees of the obligations under the Replacement DIP Credit Agreement were made, in each case on terms and in a manner and pursuant to documentation substantially identical to those previously existing under the Company’s existing Debtor-In-Possession Credit Agreement, dated as of August 5, 2009 (as amended, the “Existing DIP Credit Agreement”), among the Company, the DIP Borrowers, and the various agents and lenders party thereto.

Item 1.02. Termination of a Material Definitive Agreement.

On December 30, 2009, all of the proceeds of the borrowings under the Replacement DIP Facility, together with cash on hand of the DIP Borrowers, were used to repay all borrowings and amounts outstanding under the Existing DIP Credit Agreement, and to pay related fees and expenses. As a result of the repayment of the Existing DIP Credit Agreement (i) all indebtedness thereunder was discharged, (ii) all commitments of the lenders thereunder were terminated, (iii) all liens granted to the lenders thereunder were released and discharged and (iv) all obligations of the credit parties thereunder were released and discharged (other than those that by the terms of the Existing DIP Credit Agreement survive termination). The Company’s entry into the Existing DIP Credit Agreement and the terms thereof were previously disclosed in, and are described under Item 1.01 of, the Company’s Current Report on Form 8-K filed on August 5, 2009, and such description is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 above regarding the Replacement DIP Credit Agreement and the borrowings thereunder by the DIP Borrowers is incorporated by reference into this Item 2.03.

 

2


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.

 

COOPER-STANDARD HOLDINGS INC.

/S/    TIMOTHY W. HEFFERON        

Timothy W. Hefferon

Dated: January 6, 2010

-----END PRIVACY-ENHANCED MESSAGE-----