-----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, VkYs2hKODDPbNzdbK0zmj0sodFrPMe3ue2OC7lfv6e/2UOLP68D/NG3lq/FoJgSQ yPQhiMABVBSkHNlP36w4Ug== 0000950124-97-004659.txt : 19970912 0000950124-97-004659.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950124-97-004659 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: FILED AS OF DATE: 19970909 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOCAM CORP/MI CENTRAL INDEX KEY: 0000879235 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382790152 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19544 FILM NUMBER: 97677640 BUSINESS ADDRESS: STREET 1: 4070 EAST PARIS AVE CITY: KENTWOOD STATE: MI ZIP: 49512 BUSINESS PHONE: 6166980707 MAIL ADDRESS: STREET 1: 4070 EAST PARIS AVENUE SE CITY: KENTWOOD STATE: MI ZIP: 49512 8-K/A 1 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K/A AMENDMENT TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 30, 1997 AUTOCAM CORPORATION A Michigan Corporation Commission File Number 0-19544 I.R.S. Employer Identification No. 38-2790152 4070 East Paris Avenue, Kentwood, Michigan 49512 Telephone: (616) 698-0707 2 This Amendment amends the Current Report on Form 8-K of Autocam Corporation (the "Company"), dated June 30, 1997. As provided in Item 7(a)(4) of the instructions to Form 8-K, such Current Report on Form 8-K did not include audited combined financial statements of Dowagiac Manufacturing Company, Inc. and Hamilton-Pax, Inc. (together, "The Hamilton Group"), the businesses acquired in the transaction, which were not available at the time the Current Report on Form 8-K was filed. This Amendment is filed to provide audited combined financial statements of The Hamilton Group and the required consolidating pro forma financial information. The following information amends Item 7 of the Current Report on Form 8-K and sets forth, in its entirety, the information as amended. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Combined Financial Statements of Businesses Acquired. The following combined financial statements of The Hamilton Group are filed as part of this Current Report: Report of Independent Auditors Combined Balance Sheets as of March 31, 1997 (unaudited) and December 31, 1996 Combined Statements of Operations for the Three Months Ended March 31, 1997 (unaudited) and for the Year Ended December 31, 1996 Combined Statements of Shareholders' Equity for the Three Months Ended March 31, 1997 (unaudited) and for the Year Ended December 31, 1996 Combined Statements of Cash Flows for the Three Months Ended March 31, 1997 (unaudited) and for the Year Ended December 31, 1996 Notes to Combined Financial Statements (b) Pro Forma Consolidating Financial Information. The following unaudited consolidating pro forma financial information is filed as part of this Current Report: Description of Consolidating Pro Forma Financial Information Consolidating Pro Forma Balance Sheet as of March 31, 1997 Consolidating Pro Forma Statements of Operations for the nine months ended March 31, 1997 and for the year ended June 30, 1996. Notes to Consolidating Pro Forma Financial Information (c) Exhibits - None. 1 3 INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of Autocam Corporation: We have audited the accompanying combined balance sheet of Dowagiac Manufacturing Company, Inc. (a Michigan corporation) and Hamilton-Pax, Inc. (an Illinois corporation) (collectively, "The Hamilton Group"), both of which are under common ownership and common management, as of December 31, 1996, and the related combined statements of operations and shareholders' equity and of cash flows for the year then ended. These financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the combined financial position of Dowagiac Manufacturing Company, Inc. (a Michigan corporation) and Hamilton-Pax, Inc. (an Illinois corporation) as of December 31, 1996, and the combined results of their operations and their combined cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP August 31, 1997 F-1 4 THE HAMILTON GROUP COMBINED BALANCE SHEETS
MARCH 31, 1997 (UNAUDITED) DECEMBER 31, 1996 -------------- ----------------- ASSETS CURRENT ASSETS: Cash and equivalents $2,493,973 $2,208,697 Accounts receivable 2,322,952 2,043,925 Inventories 1,631,696 1,634,632 Prepaid expenses and other 93,474 165,959 ---------- ---------- TOTAL CURRENT ASSETS 6,542,095 6,053,213 PROPERTY, PLANT AND EQUIPMENT, NET 2,412,815 2,550,234 OTHER LONG-TERM ASSETS 256,194 138,854 ---------- ---------- TOTAL ASSETS $9,211,104 $8,742,301 ========== ========== LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES: Accounts payable $ 234,442 $ 228,080 Accrued liabilities 170,792 430,391 ---------- ---------- TOTAL CURRENT LIABILITIES 405,234 658,471 DEFERRED COMPENSATION 68,301 114,566 SHAREHOLDERS' EQUITY: Common stock 26,000 26,000 Retained earnings 8,711,569 7,943,264 ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 8,737,569 7,969,264 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $9,211,104 $8,742,301 ========== ==========
See notes to combined financial statements. F-2 5 THE HAMILTON GROUP COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 FOR THE YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ----------- ------------------- Sales $3,480,969 $12,441,918 Cost of sales 2,077,403 8,204,700 ---------- ----------- Gross profit 1,403,566 4,237,218 Selling, general and administrative 351,882 1,126,890 ---------- ----------- Income from operations 1,051,684 3,110,328 Interest and other income, net 6,943 110,180 ---------- ----------- Income before tax provision 1,058,627 3,220,508 Tax provision 6,511 ---------- ----------- NET INCOME $1,058,627 $ 3,213,997 ========== ===========
See notes to combined financial statements. F-3 6 THE HAMILTON GROUP COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
COMMON STOCK RETAINED SHARES AMOUNT EARNINGS TOTAL ------ ------- ------------ ------------ BALANCE, 1.1.96 580 $26,000 $ 8,664,267 $ 8,690,267 Net income 3,213,997 3,213,997 Dividends to majority shareholder (3,935,000) (3,935,000) --- ------- ----------- ----------- BALANCE, 12.31.96 580 26,000 7,943,264 7,969,264 Net income (unaudited) 1,058,627 1,058,627 Dividends to majority shareholder (unaudited) (290,322) (290,322) --- ------- ----------- ----------- BALANCE, 3.31.97 (UNAUDITED) 580 $26,000 $ 8,711,569 $ 8,737,569 === ======= =========== ===========
See notes to combined financial statements. F-4 7 THE HAMILTON GROUP COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 FOR THE YEAR ENDED (UNAUDITED) DECEMBER 31, 1996 ----------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,058,627 $ 3,213,997 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 138,105 701,604 Gain on disposal of asset (6,934) Changes in assets and liabilities that provided (used) cash: Accounts receivable (278,143) 291,276 Inventories 2,936 152,418 Prepaid expenses and other 72,485 (18,192) Accounts payable 6,362 (36,626) Accrued liabilities (259,599) 88,190 Deferred compensation (46,265) (28,801) ---------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 694,508 4,356,932 ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (118,026) (708,852) Proceeds from sale of equipment 17,266 Proceeds from sale of marketable securities 1,115,524 Loan to majority shareholder (70,000) Insurance proceeds from casualty loss and other (884) 9,434 ---------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (118,910) 363,372 ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES - Cash dividends paid (290,322) (3,935,000) ---------- ----------- NET CASH USED IN FINANCING ACTIVITIES (290,322) (3,935,000) ---------- ----------- NET INCREASE IN CASH AND EQUIVALENTS 285,276 785,304 Cash and equivalents at beginning of period 2,208,697 1,423,393 ---------- ----------- CASH AND EQUIVALENTS AT END OF PERIOD $2,493,973 $ 2,208,697 ========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 3,735 $ 21,404 Income taxes 7,317 19,348
See notes to combined financial statements. F-5 8 THE HAMILTON GROUP NOTES TO COMBINED FINANCIAL STATEMENTS 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - The accompanying combined financial statements of Dowagiac Manufacturing Company, Inc. and Hamilton-Pax, Inc. (together, "The Hamilton Group"), both of which are under common ownership and management, as of and for the year ended December 31, 1996, have been prepared in accordance with generally accepted accounting principles. The accompanying unaudited combined financial statements of The Hamilton Group as of and for the three months ended March 31, 1997, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these financial statements reflect all adjustments necessary to present fairly such information in accordance with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated in combination. NATURE OF BUSINESS - The Hamilton Group is primarily engaged in the manufacture of braking system components which are sold primarily to first- and second-tier suppliers to the automotive industry within the United States. CASH AND EQUIVALENTS include investments with maturities of less than 90 days. Cash and equivalents were held at certain banks in excess of the $100,000 limit insured by the Federal Deposit Insurance Corporation. ACCOUNTS RECEIVABLE - All accounts due from customers are considered collectible as of March 31, 1997 and December 31, 1996, and therefore, no allowances for doubtful accounts were recorded. INVENTORIES are valued at lower of cost or market, with cost determined on a first-in, first-out basis. PROPERTY, PLANT AND EQUIPMENT, NET, are stated at cost. Improvements and betterments are capitalized; maintenance and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts and any gains or losses arising from the disposition are reflected in income. Depreciation is provided for over the estimated useful lives of the related assets computed by both straight-line and accelerated methods. Leasehold improvements are amortized over the term of the lease or their useful lives, if shorter. Estimated useful lives by asset category are as follows: Buildings 25-35 years Building and leasehold improvements 10 years Vehicles 3- 5 years Machinery and equipment 5-10 years Office equipment 5- 8 years
F-6 9 THE HAMILTON GROUP NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONCLUDED INCOME TAXES - The Hamilton Group has elected to be taxed as an S corporation under Section 1362 of the Internal Revenue Code. As a result, the shareholders will include on their individual income tax returns the earnings or losses of The Hamilton Group and pay income taxes on their allocable shares. Accordingly, the accompanying financial statements contain no provision nor liability for Federal income taxes. The tax provision reflected therein represents taxes due to the State of Illinois. REVENUE RECOGNITION - Sales are recognized at the time product is shipped. COMMON STOCK includes the following: - - Hamilton-Pax, Inc.: 2,000 shares authorized; 540 shares issued and outstanding. - - Dowagiac Manufacturing Company, Inc.: 100 shares authorized; 40 shares issued and outstanding. ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes the estimates are reasonable, actual results could differ from those estimates. 2. INVENTORIES Inventories consisted of the following as of March 31, 1997 and December 31, 1996:
MARCH 31, 1997 (UNAUDITED) DECEMBER 31, 1996 ----------- ----------------- Raw materials $ 559,490 $ 562,426 Work in-process 811,202 811,202 Finished goods 261,004 261,004 ---------- ---------- TOTAL INVENTORIES $1,631,696 $1,634,632 ========== ==========
F-7 10 THE HAMILTON GROUP NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED 3. PROPERTY, PLANT AND EQUIPMENT, NET Net property, plant and equipment consisted of the following as of March 31, 1997 and December 31, 1996:
MARCH 31, 1997 (UNAUDITED) DECEMBER 31, 1996 ----------- ----------------- Land $ 76,312 $ 76,312 Buildings 1,062,545 1,062,545 Leasehold improvements 200,000 200,000 Machinery and equipment 6,337,542 6,336,857 Vehicles 197,128 197,128 Furniture and fixtures 245,579 245,579 ----------- ----------- TOTAL 8,119,106 8,118,421 Accumulated depreciation and amortization (5,706,291) (5,568,187) ----------- ----------- PROPERTY, PLANT AND EQUIPMENT, NET $ 2,412,815 $ 2,550,234 =========== ===========
4. RELATED PARTY TRANSACTIONS The Hamilton Group leases its Dowagiac, Michigan manufacturing facilities from a trust under which the majority shareholder is a beneficiary on a month-to-month basis. Rent expense for the three months ended March 31, 1997 (unaudited) and year ended December 31, 1996 was $22,300 and $89,300, respectively. In January 1991, The Hamilton Group entered into a deferred compensation agreement with a former officer which requires annual payments of $50,000 to him or his designated beneficiary for a ten-year period ending January 2000. A liability has been established equal to the present value of the obligation. The Hamilton Group is affiliated through common ownership and management with Charles Laue, Ltd. Advances of $20,000 were made to Charles Laue, Ltd. in 1996. As of December 31, 1996, $70,000 was advanced to the majority shareholder. Such amount is included in Accounts Receivable. 5. TRANSACTIONS WITH MAJOR CUSTOMER A major customer accounted for 67% of sales in 1996. Outstanding accounts receivable from this customer totaled $1,575,000 (unaudited) and $1,319,000 as of March 31, 1997 and December 31, 1996, respectively. F-8 11 THE HAMILTON GROUP NOTES TO COMBINED FINANCIAL STATEMENTS - CONCLUDED 6. SUBSEQUENT EVENT A majority of the assets of The Hamilton Group were purchased by Autocam-Pax, Inc., a wholly-owned subsidiary of Autocam Corporation, on June 30, 1997 for $18,081,000, and certain liabilities totaling $699,000 as of June 30, 1997 were assumed. F-9 12 CONSOLIDATING PRO FORMA FINANCIAL INFORMATION On June 30, 1997, Autocam-Pax, Inc., a wholly-owned subsidiary of Autocam Corporation (the "Company"), purchased a majority of the assets of Dowagiac Manufacturing Company, Inc. and Hamilton-Pax, Inc. (together, "The Hamilton Group"), both of which are under common ownership and management, for $18,081,000 in cash, and assumed certain liabilities totaling $699,000 as of June 30, 1997. The associated Asset Purchase Agreement, dated June 30, 1997, is incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, filed July 14, 1997. In addition to its customer base, the primary assets of The Hamilton Group include accounts receivable, inventories of automotive braking system components, machinery and other fixed assets, and manufacturing facilities in Dowagiac, Michigan and Gaffney, South Carolina. The Hamilton Group's corporate offices are in Chicago, Illinois. Although certain inventories and machinery and other fixed assets located in Chicago were included in the purchase, neither the services of the personnel, nor the land and building were acquired. The following unaudited consolidating pro forma balance sheet as of March 31, 1997 is based upon the historical consolidated financial statements of the Company and the combined financial statements of The Hamilton Group as of that date, after giving effect to the acquisition as if such transaction had occurred on March 31, 1997. The following unaudited consolidating pro forma statements of operations for the nine months ended March 31, 1997 and for the year ended June 30, 1996 are based upon the historical consolidated financial statements of the Company and combined financial statements of The Hamilton Group for those periods, after giving effect to the acquisition as if such transaction had occurred on July 1, 1995. The consolidating pro forma financial statements may not be indicative of the results that actually would have been attained if the acquisition had occurred on the dates indicated or which may be attained in the future. The consolidating pro forma adjustments are described in the accompanying notes to the consolidating pro forma financial statements. The consolidating pro forma financial statements should be read in conjunction with the notes thereto and the consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the year ended June 30, 1996 and Quarterly Report on Form 10-Q for the three and nine months ended March 31, 1997, and the combined financial statements of The Hamilton Group presented elsewhere in this Amendment to Current Report on Form 8-K. F-10 13 CONSOLIDATING PRO FORMA BALANCE SHEET MARCH 31, 1997 (UNAUDITED)
THE THE HAMILTON PRO FORMA PRO FORMA COMPANY (1) GROUP (2) ADJUSTMENTS (3) COMBINED ----------- ------------ --------------- ----------- ASSETS CURRENT ASSETS: Cash and equivalents $ 1,517,832 $2,493,973 ($2,492,084) $ 1,519,721 Accounts receivable 6,611,421 2,322,952 (21,505) 8,912,868 Inventories 4,050,244 1,631,696 (13,195) 5,668,745 Prepaid expenses and other 714,757 93,474 17,135 825,366 ----------- ---------- ------------ ----------- TOTAL CURRENT ASSETS 12,894,254 6,542,095 (2,509,649) 16,926,700 PROPERTY, PLANT AND EQUIPMENT, NET 43,213,632 2,412,815 6,004,523 51,630,970 GOODWILL 2,148 7,553,181 7,555,329 OTHER LONG-TERM ASSETS 8,809,450 256,194 (138,854) 8,926,790 ----------- ---------- ------------ ----------- TOTAL ASSETS $64,919,484 $9,211,104 $ 10,909,201 $85,039,789 =========== ========== ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term obligations $ 4,756,150 $ 1,250,000 $ 6,006,150 Accounts payable 4,970,612 $ 234,442 5,205,054 Accrued liabilities 1,676,343 170,792 1,465,074 3,312,209 ----------- ---------- ------------ ----------- TOTAL CURRENT LIABILITIES 11,403,105 405,234 2,715,074 14,523,413 LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 10,632,535 16,830,696 27,463,231 DEFERRED CREDITS AND OTHER LIABILITIES 7,611,588 68,301 101,000 7,780,889 SHAREHOLDERS' EQUITY 35,272,256 8,737,569 (8,737,569) 35,272,256 ----------- ---------- ------------ ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $64,919,484 $9,211,104 $ 10,909,201 $85,039,789 =========== ========== ============ ===========
See notes to consolidating pro forma financial information. F-11 14 CONSOLIDATING PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
THE THE HAMILTON PRO FORMA PRO FORMA COMPANY (1) GROUP (2) ADJUSTMENTS NOTES COMBINED ------------- ------------ ------------ ----- ---------- Sales $45,975,116 $9,461,874 $55,436,990 Cost of sales 35,910,481 6,009,018 $ 314,036 (4) 42,233,535 ----------- ---------- ----------- ----------- Gross profit 10,064,635 3,452,856 (314,036) 13,203,455 Selling, general and administrative 2,872,478 715,623 3,588,101 ----------- ---------- ----------- ----------- Income from operations 7,192,157 2,737,233 (314,036) 9,615,354 Interest and other income (expense), net (1,018,995) 18,871 (948,528) (5) (1,948,652) ----------- ---------- ----------- ----------- Income before tax provision 6,173,162 2,756,104 (1,262,564) 7,666,702 Tax provision 2,147,839 507,804 (6) 2,655,643 ----------- ---------- ----------- ----------- PRO FORMA NET INCOME $ 4,025,323 $2,756,104 $(1,770,368) $ 5,011,059 =========== ========== =========== =========== PRO FORMA NET INCOME PER SHARE $ .70 $ .87 =========== =========== Pro forma weighted average shares outstanding 5,774,926 5,774,926
See notes to consolidating pro forma financial information. CONSOLIDATING PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1996 (UNAUDITED)
THE THE HAMILTON PRO FORMA PRO FORMA COMPANY (1) GROUP (2) ADJUSTMENTS NOTES COMBINED ------------- ------------ ------------ ----- ---------- Sales $57,711,295 $12,854,452 $70,565,747 Cost of sales 44,231,105 7,785,797 $ 313,360 (4) 52,330,262 ----------- ---------- ----------- ----------- Gross profit 13,480,190 5,068,655 (313,360) 18,235,485 Selling, general and administrative 3,581,122 1,020,498 4,601,620 ----------- ---------- ----------- ----------- Income from operations 9,899,068 4,048,157 (313,360) 13,633,865 Interest and other income (expense), net (1,396,155) 119,447 (1,452,661) (5) (2,729,369) ----------- ---------- ----------- ----------- Income before tax provision 8,502,913 4,167,604 (1,766,021) 10,904,496 Tax provision 2,913,866 8,611 822,222 (6) 3,744,699 ----------- ---------- ----------- ----------- PRO FORMA NET INCOME $ 5,589,047 $ 4,158,993 $(2,588,243) $ 7,159,797 =========== ============ =========== =========== PRO FORMA NET INCOME PER SHARE $ .97 $ 1.24 =========== =========== Pro forma weighted average shares outstanding 5,778,300 5,778,300
See notes to consolidating pro forma financial information. F-12 15 NOTES TO CONSOLIDATING PRO FORMA FINANCIAL INFORMATION 1. Historical Balance Sheet as of March 31, 1997 and the historical Statements of Operations for the nine months ended March 31, 1997 and the year ended June 30, 1996 of the Company. 2. Historical Balance Sheet as of March 31, 1997 and the historical Statements of Operations for the nine months ended March 31, 1997 and the year ended June 30, 1996 of The Hamilton Group. 3. Represents the consolidating pro forma balance sheet adjustments required to account for the acquisition as a purchase, including the following: - To eliminate certain cash and equivalents, receivables, prepaid expenses, property, plant and equipment, and other long-term assets not acquired. - To adjust inventories and certain prepaid expenses acquired to their estimated fair values. - To adjust property, plant, and equipment acquired to its estimated fair market value and eliminate historical accumulated depreciation. - To record goodwill as the excess of the acquisition cost over the fair value of the net assets acquired. - To eliminate certain accrued liabilities not assumed. - To reflect the financing transactions related to the acquisition. Such financing was presented as a $10,000,000 acquisition term note, payable in equal principal amounts over six years. The balance of the acquisition price was assumed to have been financed with a revolving credit note classified as a long-term obligation. All borrowings were assumed to bear interest at 8% per annum. - To record $1,000,000 of contingent consideration relating to the acquisition, and record liabilities relating to other acquisition costs (e.g., professional services). - To adjust accrued liabilities to their present values. - To record a liability for deferred State income tax. - To eliminate The Hamilton Group's historical shareholders' equity. 4. Represents the consolidating pro forma income statement adjustments required to account for the acquisition as a purchase, including the following: - To adjust depreciation expense reflecting the differences in the Company's and The Hamilton Group's depreciable bases of property, plant and equipment. - To record goodwill amortization. Goodwill was assumed to be amortized over twenty years on a straight-line basis. - To eliminate certain expenses associated with The Hamilton Group's Chicago facility as such facility was not acquired, nor were the services of certain personnel employed there retained. 5. To record interest expense associated with the financing of the acquisition. 6. To record a provision for Federal income taxes as The Hamilton Group elected to be taxed as a subchapter S corporation under Section 1362 of the Internal Revenue Code.
F-13 16 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 9, 1997 AUTOCAM CORPORATION /s/ WARREN A. VELTMAN -------------------------------------- Warren A. Veltman, Principal Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----