-----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, BbLpSeRVIn0dmrXMSxY0mgQNjer65Hpxqhkvx5fBGavAlp1msGUo/PZVFB6unG1D RLDoly5uNwbVmcwqDUV1vQ== 0000950168-00-000273.txt : 20000214 0000950168-00-000273.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950168-00-000273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 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: SEC FILE NUMBER: 033-75510-01 FILM NUMBER: 534338 BUSINESS ADDRESS: STREET 1: 701 MCCLULLOGH DR CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 701 MCCULLOUGH DR CITY: CHARLOTTE STATE: NC ZIP: 28262 8-K 1 COLLINS & AIKMAN 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): January 28, 2000 JPS AUTOMOTIVE, INC. JPS AUTOMOTIVE PRODUCTS CORP. (Exact name of registrants as specified in their charters) DELAWARE 33-75510-01 57-1060375 DELAWARE 1-12944 57-0993690 (State or other (Commission file Numbers) (IRS Employer jurisdiction of Identification Nos.) incorporation) 701 McCULLOUGH DRIVE CHARLOTTE, NORTH CAROLINA 28262 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (704) 547-8500 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT (a) On January 28, 2000, JPS Automotive L.P. ("JPS Automotive") merged with and into its general partner, PACJ, Inc., a Delaware corporation. In connection with and as a result of the merger, PACJ, Inc. changed its name to JPS Automotive, Inc. JPS Automotive, Inc. is hereinafter referred to as the "Surviving Corporation". In the merger, all of the outstanding limited partnership interests previously owned by Collins & Aikman Products Co., a Delaware corporation ("C&A"), were canceled without any payment being made thereon. The partnership interests of the Surviving Corporation as the general partner of JPS Automotive were canceled and no payment was made in respect thereof. The outstanding shares of stock of the Surviving Corporation that C&A owned prior to the effectiveness of the merger were not affected by the merger. In addition, as a result of the merger, the Surviving Corporation became the direct owner of all of the outstanding shares of stock of JPS Automotive Products Corp. The merger was accomplished pursuant to the terms of an Agreement and Plan of Merger dated as of January 1, 2000 between JPS Automotive and the Surviving Corporation. As a condition to the consummation of the merger, JPS Automotive, Inc., as the Surviving Corporation, entered into a Second Supplemental Indenture dated January 28, 2000 pursuant to which the Surviving Corporation assumed, effective as of January 1, 2000, all of the obligations of JPS Automotive under the Indenture dated as of June 28, 1994 (as previously amended, the "Indenture") among JPS Automotive Products Corp., as Issuer, JPS Automotive, as Guarantor, and State Street Bank and Trust Company, as Successor Trustee, and under the 11-1/8% Senior Notes due 2001 (the "Senior Notes) issued pursuant to the terms of the Indenture. No vote or other consent of the holders of the Senior Notes was required by the terms of the Indenture in order to effect the merger. As a result of the merger, the Surviving Corporation has succeeded to all of the obligations of JPS Automotive under the Indenture and the Senior Notes and to all of the obligations of JPS Automotive to file annual, quarterly and other reports under the Securities Exchange Act of 1934. Because the general partnership interest of the Surviving Corporation in JPS Automotive was the only material asset that the Surviving Corporation possessed prior to the effectiveness of the merger, the merger effectively resulted only in a change of the form of organization of JPS Automotive from a Delaware limited partnership to a Delaware corporation. The Surviving Corporation expects that the merger will result in no material change in the financial statements or other disclosure items given to holders of the Senior Notes pursuant to the terms of the Indenture. As part of the process leading to the merger, JPS Automotive requested and was granted permission to continue the listing of the Senior Notes on the New York Stock Exchange, on which they had been listed since their issuance in 1994. The Senior Notes will continue to trade under the symbol "JPS A01". According to the New York Stock Exchange, the last trade effected on the Exchange in the Senior Notes occurred in July 1998. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: The exhibits furnished in connection with this Report are as follows: Exhibit Number Description 2.1 Agreement and Plan of Merger dated as of January 1, 2000 by and between PACJ, Inc. and JPS Automotive L.P. 4.1 Second Supplemental Indenture dated January 28, 2000 by and among JPS Automotive L.P., JPS Automotive Products Corp., PACJ, Inc. and State Street Bank and Trust Company, as Successor Trustee 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, INC., successor by merger to JPS AUTOMOTIVE L.P. (Registrant) By: /s/ Eugene A. White ------------------------------- Title: Vice President-Taxes JPS AUTOMOTIVE PRODUCTS CORP. (Registrant) By: /s/ Eugene A. White ------------------------------- Title: Vice President-Taxes Date: February 11, 2000 EX-2.1 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made and entered into this 1st day of January, 2000, by and between PACJ, Inc., a Delaware corporation ("PACJ"), and JPS Automotive L.P., a Delaware limited partnership ("JPS Automotive"). W I T N E S S E T H : WHEREAS, PACJ is a corporation duly organized and existing under the laws of the State of Delaware; WHEREAS, JPS Automotive is a limited partnership formed and existing under the laws of the State of Delaware; WHEREAS, on the date of this Merger Agreement, PACJ has authority to issue 1,500 shares of common stock, without par value per share (the "Delaware Common Stock"), of which 1,500 shares are issued and outstanding and held by Collins & Aikman Products Co. ("Parent"); WHEREAS, on the date of this Merger Agreement, PACJ is the general partner of JPS Automotive (the "General Partner") and the owner of a .0001% general partnership interest in JPS Automotive, and Parent owns the remaining 99.9999% limited partnership interest in JPS Automotive. WHEREAS, the Board of Directors of PACJ, acting on its own behalf and as the General Partner of JPS Automotive, have determined that it is advisable and to the advantage of such companies and their respective owners that JPS Automotive merge with and into PACJ upon the terms and conditions herein provided; and WHEREAS, the Board of Directors of PACJ, acting on its own behalf and as the General Partner of JPS Automotive, have approved this Merger Agreement and have directed that this Merger Agreement be submitted to a vote of their respective stockholders or partners, as the case may be. NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, PACJ and JPS Automotive hereby adopt the plan of reorganization encompassed by this Merger Agreement and hereby agree to merge as follows: 1. Merger. JPS Automotive shall be merged with and into PACJ, and PACJ shall survive the merger (the "Merger"), effective upon the date this Merger Agreement is made effective in accordance with Delaware law (the "Effective Date"). 2. Directors, Officers and Governing Documents. The directors of PACJ immediately preceding the Effective Date shall remain the directors of PACJ on and after the Effective Date, to serve until the next annual meeting of the stockholders, and until their successors are elected and qualified. The officers of PACJ immediately preceding the Effective Date shall remain the officers of PACJ on and after the Effective Date, to serve for the terms provided by law or in the Bylaws. The Certificate of Incorporation of PACJ shall be amended in the Merger by amending Article FIRST thereof to read as follows: "FIRST: The name of the corporation (hereinafter referred to as the "Corporation") is JPS Automotive, Inc." and as so amended shall be the Certificate of Incorporation of PACJ as the surviving corporation until further amended in accordance with the provisions thereof and applicable law. The Bylaws of PACJ, as in effect on the Effective Date, shall continue to be the Bylaws of PACJ as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable law. 2 3. Succession. On the Effective Date, PACJ shall succeed to all of the rights, privileges, powers and property including without limitation all rights, privileges, franchises and other assets of every kind and description, of PACJ in the manner provided by and as more fully set forth in Section 259 of the General Corporation Law of the State of Delaware and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act. 4. Assumption of Indenture and Senior Notes. PACJ hereby assumes, effective upon and conditioned upon the effectiveness of the Merger, all of the obligations of JPS Automotive under the Indenture, dated as of June 28, 1994, between JPS Automotive, JPS Automotive Products Corp. and State Street Bank and Trust Company, as successor Trustee and under the Senior Notes issued pursuant to the Indenture and hereby agrees to execute a Supplemental Indenture and any other documents necessary or appropriate in connection therewith. 5. Further Assurances. From time to time, as and when required by PACJ or by its successors and assigns, there shall be executed and delivered on behalf of JPS Automotive such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action as shall be appropriate or necessary to vest, perfect or confirm, of record or otherwise, in PACJ the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of JPS Automotive, and otherwise to carry out the purposes of this Merger Agreement, and the directors and officers of PACJ are fully authorized in the name and on behalf of JPS Automotive or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 6. JPS Automotive Partnership Interests. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, the partnership interests in JPS 3 Automotive held by Parent and PACJ shall not be converted in the Merger and shall be canceled without any payment being made thereon. 7. Common Stock of PACJ. Each share of Delaware Common Stock issued and outstanding on the effective date shall continue to be outstanding after the Merger and shall be unaffected thereby. 8. Amendment. At any time before or after approval by the partners of JPS Automotive or the stockholders of PACJ, this Merger Agreement may be amended in any manner (except to the extent that any such amendment may not, pursuant to applicable law, be made without the approval of the partners of JPS Automotive or the stockholders of PACJ) as may be determined in the judgment of the Board of Directors of PACJ and the General Partner of JPS Automotive to be necessary, desirable or expedient in order to clarify the intention of the parties hereto or to effect or facilitate the purposes and intent of this Merger Agreement. 9. Abandonment. At any time before the Effective Date, this Merger Agreement may be terminated and the Merger may be abandoned by the Board of Directors of PACJ or the General Partner of JPS Automotive or both, notwithstanding the approval of this Merger Agreement by the shareholders of PACJ or the partners of JPS Automotive or both. 10. Counterparts. In order to facilitate the filing and recording of this Merger Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original. 4 IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved by resolution of the Board of Directors of PACJ and of the General Partner of JPS Automotive, is hereby executed on behalf of such companies by their respective officers thereunto duly authorized. PACJ, INC., a Delaware corporation By: /s/ Eugene A. White -------------------------------- JPS AUTOMOTIVE L.P. a Delaware limited partnership By: PACJ, Inc., its general partner By: /s/ Eugene A. White -------------------------------- 5 EX-4.1 3 SECOND SUPPLEMENTAL INDENTURE ================================================================================ JPS AUTOMOTIVE PRODUCTS CORP. and JPS AUTOMOTIVE L.P. as Co-Obligors $180,000,000 11-1/8% SENIOR NOTES due 2001 -------------------------------- SECOND SUPPLEMENTAL INDENTURE Dated January 28, 2000 Effective as of January 1, 2000 -------------------------------- ------------------------------------------------ State Street Bank and Trust Company ------------------------------------------------ Successor Trustee ================================================================================ THIS SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated January 28, 2000, by and among JPS Automotive L.P., a Delaware limited partnership ("JPS Partners"), JPS Automotive Products Corp., a Delaware corporation wholly owned by JPS Partners ("JPS Automotive"), PACJ, Inc., a Delaware corporation ("PACJ") and State Street Bank and Trust Company, as successor trustee (the "Trustee"). WHEREAS, JPS Automotive, JPS Partners and Shawmut Bank Connecticut National Association, as trustee executed an indenture, dated as of June 28, 1994 (the "Original Indenture"), relating to $180 million principal amount of the 11-1/8% Senior Notes due 2001 of JPS Automotive (the "Senior Notes"), and a First Supplemental Indenture, dated October 5, 1994 (the "First Supplemental Indenture"); WHEREAS, pursuant to Section 9.01(a) of the Original Indenture, JPS Automotive, JPS Partners and PACJ desire to amend Section 9.01(c) of the Original Indenture to cure a potential ambiguity, defect and inconsistency; WHEREAS, pursuant to Section 5.01 and Section 10.02 of the Original Indenture, JPS Automotive may merge with another Person upon the compliance with certain conditions, including, among other things, that the surviving entity, if other than JPS Partners, assumes all of the obligations of JPS Partners under the Notes and the Original Indenture pursuant to a supplemental indenture; WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of January 1, 2000, between JPS Partners and PACJ, JPS Partners has agreed to merge with and into PACJ under the name "JPS Automotive, Inc." (the "Merger"); WHEREAS, in order to facilitate the Merger, JPS Partners, JPS Automotive, PACJ and the Trustee desire to amend the Original Indenture as required by Section 5.01 and Section 10.02, which amendment, pursuant to Section 9.01 of the Original Indenture, does not require the consent of the Holders of the Senior Notes; NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties agree as follows: 1. Definitions. Except as otherwise provided herein, all terms used herein which are defined in the Original Indenture shall have the meanings assigned to them therein. 2. Amendment to Section 1.01. The definition of "Continuing Directors" is hereby amended in its entirety to read as follows: 1 "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of JPS Automotive or of JPS Automotive, Inc. who (i) was a member of such Board of Directors on the date of the Indenture or (ii) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. 3. Amendment to Section 9.01. Section 9.01(c) is hereby amended and restated as follows: (c) to provide for the assumption of JPS Automotive, Inc.'s or the Guarantor's obligations to the Holders of the Notes in the case of a merger, consolidation or sale of all or substantially all of the Company's, JPS Automotive, Inc.'s or the Guarantor's assets pursuant to Section 4.16, Article 5 or Section 10.02 hereof; 4. Assumption of Obligations. PACJ hereby assumes all of the obligations of JPS Partners under the Notes and, as supplemented and amended hereby and by the First Supplemental Indenture, the Original Indenture, which obligations JPS Partners assumed pursuant to the First Supplemental Indenture. JPS Automotive acknowledges that it is not released from such obligations under the Notes and the Original Indenture, as it has been amended and supplemented. 5. Ratification of Original Indenture. The Original Indenture, as previously supplemented and as supplemented and amended hereby, is in all respects ratified and confirmed. The Original Indenture as so supplemented and amended shall be read, taken and construed as one and the same instrument. 6. Effective Date. The effective date of this Supplemental Indenture and the amendments, assumptions of liabilities and ratifications contained herein and contemplated hereby shall be January 1, 2000. 7. Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which together shall constitute one instrument. 8. Governing Law. This Supplemental Indenture shall be deemed to be a contract under the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws of such state. 9. Trustee. The Trustee accepts the modifications of the Trust effected by this Second Supplemental Indenture, but only upon the terms and conditions set forth in the Original Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of JPS 2 Automotive and JPS Partners and PACJ, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Second Supplemental Indenture, and the Trustee makes no representation with respect thereto. 3 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written. JPS AUTOMOTIVE PRODUCTS CORP. By: /s/ Eugene A. White ------------------------------- Name: Eugene A. White Title: Vice President-Taxes JPS AUTOMOTIVE L.P. By: PACJ, Inc., its General Partner By: /s/ Eugene A. White ------------------------------- Name: Eugene A. White Title: Vice President-Taxes PACJ, INC. By: /s/ Eugene A. White ------------------------------- Name: Eugene A. White Title: Vice President-Taxes STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ E. C. Hammer ------------------------------- Name: Elizabeth C. Hammer Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----