-----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, MvPPdl9r8HNhgGq+YAPpOfJ56wIf7XjYodSLTpNwLvFLeJERvwg9JfPftZTNepk1 9oJ0GncJimv69yFENFrZ8Q== 0000899140-98-000519.txt : 19981204 0000899140-98-000519.hdr.sgml : 19981204 ACCESSION NUMBER: 0000899140-98-000519 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981124 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARVARD INDUSTRIES INC CENTRAL INDEX KEY: 0000046012 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 210715310 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01044 FILM NUMBER: 98763519 BUSINESS ADDRESS: STREET 1: 3 WERNER WAY CITY: LEBANON STATE: NJ ZIP: 08833 BUSINESS PHONE: 9084374100 MAIL ADDRESS: STREET 1: 3 WERNER WAY STREET 2: SUITE 960 CITY: LEBANON STATE: NJ ZIP: 08833 FORMER COMPANY: FORMER CONFORMED NAME: HARVARD BREWING CO DATE OF NAME CHANGE: 19710315 8-K 1 REPORT ON FORM 8-K 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): November 24, 1998 HARVARD INDUSTRIES, INC. (Exact name of registrant as specified in charter) Delaware 0-21362 21-0715310 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3 Werner Way 08833 Lebanon, New Jersey (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (908) 437-4100 (Former name or former address, if changed from last report) NONE Item 5. Other Events. On November 24, 1998, Harvard Industries, Inc. ("Harvard") and its nine domestic subsidiaries substantially consummated their First Amended and Modified Consolidated Plan Under Chapter 11 of the Bankruptcy Code of, dated August 19, 1998 (the "Plan of Reorganization"). A copy of the press release announcing Harvard's emergence from Chapter 11 is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Pursuant to the Plan of Reorganization, Harvard was merged into Harvard Merger Corporation, a wholly-owned subsidiary of Harvard incorporated in the State of Delaware, in order to change Harvard's jurisdiction of incorporation from the State of Florida to the State of Delaware (the "Migratory Merger"). As part of the Migratory Merger, Harvard Merger Corporation was renamed as Harvard Industries, Inc. Pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the shares of Common Stock of Harvard issued and outstanding following the Migratory Merger are deemed registered under Section 12(g) of the Exchange Act. Item 7. Financial Statements and Exhibits (c) Exhibits: 99.1 Press Release of Harvard Industries, Inc. dated November 25, 1998. 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. HARVARD INDUSTRIES, INC. By:/s/D. Craig Bowman --------------------------- Name: D.Craig Bowman Title: Vice President, Law December 3, 1998 3 EXHIBIT INDEX 99.1 Press Release of Harvard Industries, Inc. dated November 25, 1998. 4 EX-99.1 2 PRESS RELEASE Exhibit 99.1 IMMEDIATE RELEASE For more information, contact: Joe Gagliardi and Craig Bowman HARVARD INDUSTRIES 908-437-4100 or Andy Barlow PUBLIC COMMUNICATIONS INC. 813-226-2772 HARVARD INDUSTRIES EMERGES FROM CHAPTER 11 LEBANON, N.J. - (November 25, 1998) - Harvard Industries, Inc. today announced that its Plan of Reorganization was effective, marking the completion of its Chapter 11 proceeding. The Plan of Reorganization contemplates a conversion of virtually all pre-petition unsecured debt into 100% of the equity of the reorganized Company, subject to dilution for the incentive options and the warrants to be issued under the Plan. Holders of Harvard's PIK Preferred and Common Stock will receive warrants to acquire up to 5% of the common stock in the reorganized Harvard. "This is a great day for our company, customers, employees and suppliers who have cooperated so closely with us over the past 18 months," said Roger G. Pollazzi, Harvard's chief executive officer. "We have worked very hard to attempt to make this company a winner and we believe that we're on our way to greater success. We have obtained exit financing arranged by Lehman Brothers and have successfully extricated the company from previously unprofitable operations, and we have an experienced team of leaders that have developed an entrepreneurial culture within the company." Harvard's Goal The Company is expanding its focus beyond the automotive industry. "Our mission is to strategically grow our business by providing value-added products to the transportation and industrial sectors through our engineered-products group," said Pollazzi. "The technical expertise that fostered our strong reputation in the automotive industry has countless applications in other industries." New Leadership A new senior management team with significant industry and business restructuring experience is leading the Company. Harvard President Jim Gray, Executive Vice President for Strategic Planning Vince Toscano, Chief Financial Officer Ted Vogtman and Senior VP and General 5 Counsel Jerry Tighe have all played integral roles in other successful ventures in the automotive industry. The Plan According to Harvard president, Jim Gray, the Company has a strong focus on profitability for the present and future. "The key to our successful emergence has been our strategic plan," said Gray. "We focused on product and customer diversification, reducing costs, investing in technology and research and development. We want to retain our automotive OEM business and build a similarly strong reputation in the engineered products industry." Harvard intends to broaden its customer base by entering markets such as industrial products and equipment, lawn and garden applications, construction materials and equipment, the automotive aftermarket, and components and assemblies for heavy-duty trucks and buses. This is being done with the same asset base, adding value by supplying completed products to these markets. Harvard Industries, Inc., designs, develops and manufactures a broad range of components for automotive original equipment manufacturers, the automotive aftermarket and industrial and construction equipment applications worldwide. Headquartered in Lebanon, N.J., Harvard's 4,500-plus employees at 15 plants in the United States and Canada produce total vehicle sealing systems, a variety of polymer products, high-strength steel assemblies and a wide array of high-strength aluminum, magnesium and iron products. ### 6 -----END PRIVACY-ENHANCED MESSAGE-----