-----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, VP01dOLgQSA8Lv+LqWwN1lC4h8LJXbAziAKNSiRkFYjBhU2cNOSTNkbBJKwOmSfa 1FIts5HMR1tXE3MxKo4oqw== 0000950168-96-002469.txt : 19961223 0000950168-96-002469.hdr.sgml : 19961223 ACCESSION NUMBER: 0000950168-96-002469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961211 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE L P CENTRAL INDEX KEY: 0000924902 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133770905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-75510-01 FILM NUMBER: 96684409 BUSINESS ADDRESS: STREET 1: 29 STEVENS STREET CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE PRODUCTS CORP CENTRAL INDEX KEY: 0000919233 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 570993690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12944 FILM NUMBER: 96684410 BUSINESS ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 JPS AUTOMOTIVE ________________________________________________________________________ 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): December 11, 1996 JPS AUTOMOTIVE L.P. JPS AUTOMOTIVE PRODUCTS CORP. (Exact name of registrant as specified in its charter) DELAWARE 33-75510-01 13-3770905 DELAWARE 1-12944 57-0993690 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 29 STEVENS STREET GREENVILLE, SC 29605 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (864) 239-2320 ITEM 1. CHANGES IN CONTROL OF REGISTRANT JPS AUTOMOTIVE L.P. (a) and (b) On December 11, 1996, Collins & Aikman Corporation ("Collins & Aikman"), through its subsidiaries, acquired JPS Automotive L.P. ("JPS Automotive") from Foamex International, Inc. ("Foamex") pursuant to an Equity Purchase Agreement dated August 28, 1996, as amended December 11, 1996 (the "JPS Automotive Acquisition"). Collins & Aikman is a major supplier of textile and plastic interior trim products and convertible top systems to the North American automotive industry. The purchase price for the JPS Automotive Acquisition was an aggregate of approximately $220 million (subject to post-closing adjustment), consisting of approximately $194 million of indebtedness of JPS Automotive and $26 million in cash to Foamex. Collins & Aikman also purchased a minority interest in a JPS Automotive subsidiary for a purchase price of $10 million. The cash portion of the purchase price of the JPS Automotive Acquisition and the approximately $14 million of indebtedness of JPS Automotive that was repaid at the time of closing were funded through Collins & Aikman's existing revolving facility with a syndicate of banks arranged by The Chase Manhattan Bank (the "Revolver"). The Revolver has an aggregate principal amount of $250 million and matures July 13, 2001. The indebtedness of JPS Automotive includes approximately $180 million of indebtedness related to JPS Automotive's 11-1/8% Senior Notes due 2001 (the "JPS Automotive Senior Notes")(approximately $64.5 million of which was effectively contributed to JPS Automotive by Collins & Aikman on December 11, 1996). As a result of the JPS Automotive Acquisition, holders of the JPS Automotive Senior Notes will have the right to put their notes to JPS Automotive at a price of 101% of their principal amount plus accrued interest. Collins & Aikman entered into a $200 million delayed draw term loan with a syndicate of banks arranged by The Chase Manhattan Bank, the proceeds of which will be available to allow Collins & Aikman or a subsidiary to finance the purchase of any JPS Automotive Senior Notes that are put to JPS Automotive as a result of the JPS Automotive Acquisition or otherwise acquire JPS Automotive Senior Notes. 2 In the JPS Automotive Acquisition, Collins & Aikman Products Co. ("C&A Products"), a wholly owned subsidiary of Collins & Aikman, acquired a .9999% limited partnership interest in JPS Automotive from Foamex and a 99% limited partnership interest in JPS Automotive from Foamex - JPS Automotive L.P., a Delaware limited partnership controlled by Foamex. PACJ, Inc., a wholly owned subsidiary of C&A Products, acquired a .0001% general partnership interest in JPS Automotive from JPSGP Inc., a subsidiary of Foamex. Accordingly, 100% of the partnership interests in JPS Automotive are owned by PACJ, Inc. and C&A Products, which are, respectively, indirect and direct wholly owned subsidiaries of Collins & Aikman. Under C&A Products' credit facilities, 100% of Collins & Aikman's equity interests in JPS Automotive is pledged to a syndicate of banks headed by The Chase Manhattan Bank. The credit facilities contain events of default typical for facilities of this type (with customary qualifications and exceptions), including nonpayment of principal or interest; violation of covenants; material breaches of representations and warranties; bankruptcy; and material undischarged judgements. JPS AUTOMOTIVE PRODUCTS CORP. (a) and (b) JPS Automotive Products Corp. is, and following the JPS Automotive Acquisition continues to be, a wholly owned subsidiary of JPS Automotive. For a description of the change in control of JPS Automotive as a result of the JPS Automotive Acquisition, see "JPS Automotive L.P." above. ITEM 7 FINANCIAL STATEMENT AND EXHIBITS (c) The exhibits furnished in connection with this Report are as follows: EXHIBIT Number Description 2.1 Equity Purchase Agreement by and among JPSGP, Inc., Foamex - JPS Automotive L.P. and Collins & Aikman Products Co. dated August 28, 1996 is hereby incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended July 27, 1996. 2.2 Amendment No. 1 to Equity Purchase Agreement by 3 and among JPSGP, Inc., Foamex - JPS Automotive L.P., Foamex International Inc. and Collins & Aikman Products Co. dated as of December 11, 1996 is hereby incorporated by reference to Exhibit 2.2 of Collins & Aikman Corporation's Report on Form 8-K dated December 19, 1996. 4.1 Amended and Restated Credit Agreement, dated as of June 3, 1996, among Collins & Aikman Products Co., as Borrower, Collins & Aikman Canada Inc., as Canadian Borrower, Collins & Aikman Corporation, as Guarantor, the lenders named therein, Bank of America N.T.S.A. and NationsBank, N.A., as Managing Agents, and Chemical Bank, as Administrative Agent, is hereby incorporated by Reference to Exhibit 4.1 of Collins & Aikman Corporation's current Report on Form 8-K dated June 7, 1996. 4.2. Amendment, dated as of December 5, 1996, to the Amended and Restated Credit Agreement, dated as of June 3, 1996, among Collins & Aikman Products Co., as Borrower, Collins & Aikman Canada Inc., as Borrower, Collins & Aikman Corporation, as Guarantor, the Lenders parties thereto, and The Chase Manhattan Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 4.5 of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended October 26, 1996. 4.3. Credit Agreement, dated as of December 5, 1996, among Collins & Aikman Products Co., as Borrower, Collins & Aikman Corporation, as Guarantor, the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 4.6 of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended October 26, 1996. 4.4 Indenture dated as of June 28, 1994, between JPS Automotive Products Corp. and Shawmut Bank Connecticut, N.A., as trustee, is hereby 4 incorporated by reference to Exhibit 4.2 to JPS Automotive Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 4.5 First Supplemental Indenture, dated as of October 5, 1994, by and among JPS Automotive Products Corp., JPS Automotive L.P., and Shawmut Bank Connecticut, N.A., is hereby incorporated herein by reference to Exhibit 4.48A to JPS Automotive L.P.'s and JPS Automotive Products Corp.'s Report on Form 10-Q for the fiscal quarter ended October 2, 1994. 99.1 Press Release dated December 11, 1996 is incorporated by reference to Exhibit 99.2 to Collins & Aikman Corporation's Report on Form 8-K dated December 19, 1996. 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. JPS AUTOMOTIVE L.P. (Registrant) By: PACJ, Inc., its General Partner Date: December 20, 1996 By: /s/J. Michael Stepp -------------------- Name:J. Michael Stepp Title:Executive Vice President and CFO JPS AUTOMOTIVE PRODUCTS CORP. (Registrant) Date: December 20, 1996 By: /s/J. Michael Stepp -------------------- Name:J. Michael Stepp Title:Executive Vice President and CFO -----END PRIVACY-ENHANCED MESSAGE-----