-----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, Uh4l82APW8lzH64LiO4c/kB70gG7JJiMRWkRvM3L/FMZfwCGED27oBXIEQ5vOeA8 prnzC9YcmaRNH06+/UkG0A== 0001193125-09-172640.txt : 20090812 0001193125-09-172640.hdr.sgml : 20090812 20090812122708 ACCESSION NUMBER: 0001193125-09-172640 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 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: 091005914 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 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: 091005911 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: 091005910 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: 091005906 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: 091005913 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: 091005912 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: 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: 091005909 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: 091005908 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: 091005907 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: 091005905 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: 091005904 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: 091005903 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. 7 TO MARKET-MAKING PROSPECTUS DATED APRIL 9, 2009 Supplement No. 7 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. 7 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) and August 3, 2009 (Supplement No. 6)

The date of this supplement is August 12, 2009

On August 11, 2009, 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) – August 5, 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 August 3, 2009, Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and each of its direct and indirect wholly-owned U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Company’s chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under Case No. 09-12743. On August 4, 2009, the Company’s Canadian subsidiary Cooper-Standard Automotive Canada Limited, a corporation organized under the laws of Ontario (the “Canadian Borrower”), commenced proceedings (the “Canadian Proceedings”) seeking relief from its creditors under Canada’s Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Canada (Commercial List) (the “Canadian Court”), court file no. 09-8307-00CL.

As previously disclosed, in connection with the commencement of the Chapter 11 Cases and the Canadian Proceedings, the Company, Cooper-Standard Automotive Inc., an Ohio corporation (the “U.S. Borrower”), and the Canadian Borrower (the Canadian Borrower and the U.S. Borrower are referred to herein as the “DIP Borrowers”) entered into a provisional Debtor-In-Possession Credit Agreement, dated August 3, 2009 (the “Provisional Credit Agreement”), the effectiveness of which was subject to approval of the Bankruptcy Court, with various lenders party thereto, Deutsche Bank Trust Company Americas, as the administrative agent and collateral agent, Banc of America Securities LLC, General Electric Corporation and UBS Securities LLC, as co-syndication agents, Deutsche Bank Trust Company Americas, as documentation agent, Deutsche Bank Securities Inc. and General Electric Capital Corporation, as joint lead arrangers and book runners, and Banc of America Securities LLC and UBS Securities LLC, as co-arrangers.

On August 5, 2009, the Bankruptcy Court entered an interim order (the “Interim Order”) approving debtor-in-possession financing on an interim basis consistent with the terms of the Provisional Credit Agreement with certain changes as set forth on the record at the hearing (and summarized below).

Pursuant to the Interim Order, the Company and the DIP Borrowers entered into a Debtor-In-Possession Credit Agreement, dated as of August 5, 2009 (the “DIP Credit Agreement”), with various lenders party thereto, Deutsche Bank Trust Company Americas, as the administrative agent and collateral agent, Banc of America Securities LLC, General Electric Corporation and UBS Securities LLC, as co-syndication agents, Deutsche Bank Trust Company Americas, as documentation agent, Deutsche Bank Securities Inc. and General Electric Capital Corporation, as joint lead arrangers and book runners, and Banc of America Securities LLC and UBS Securities LLC, as co-arrangers. The DIP Credit Agreement remains subject to final approval by the Bankruptcy Court.

The terms of the DIP Credit Agreement are substantially identical to the terms of the earlier Provisional Credit Agreement, except that: (i) the annual interest rate has been reduced to (x) LIBOR (with a LIBOR floor of 3%) plus 9.5% or (y) a base rate based on the higher of the federal funds overnight rate plus 0.5% and the prime lending rate (with a floor of 4%) plus 8.5%; (ii) the final maturity date has been extended to 364 days after the initial borrowing date; (iii) escrow arrangements have been added in case an additional foreign borrower is not designated by the final borrowing date, allowing a funding of the balance of the loan facility into escrow to occur, with such funds released to either an additional foreign borrower if later designated, or to existing DIP Borrowers on certain conditions; and (iv) the aggregate amount of upfront and exit fees payable to the lenders have been reduced. The terms of the earlier Provisional Credit Agreement were previously disclosed and are described under the caption “DIP Credit Agreement” under Item 1.01 of the Company’s Current Report on Form 8-K filed on August 3, 2009, and such description is incorporated by reference herein.

In addition, the DIP Credit Agreement was approved by the Canadian Court on August 6, 2009 (at which time, such court’s approval of the earlier Provisional Credit Agreement was rescinded).

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

The Company and the DIP Borrowers entered into the DIP Credit Agreement as of August 5, 2009. The information provided in Item 1.01 above regarding the DIP Credit Agreement 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: August 11, 2009

 

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