-----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, F6Mv1kUVwfpAU/TbfMmR8V6g4ttHdpEQL/RbSeXLUooS01PeRrQ4+VkXrwqgDWzX bgbjH8g8XDb4L8p86dACjA== 0000095552-10-000023.txt : 20100615 0000095552-10-000023.hdr.sgml : 20100615 20100615145618 ACCESSION NUMBER: 0000095552-10-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100615 DATE AS OF CHANGE: 20100615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: CA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 10897219 BUSINESS ADDRESS: STREET 1: 7800 WOODLEY AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-781-4973 MAIL ADDRESS: STREET 1: 7800 WOODLEY AVENUE CITY: VAN NUYS STATE: CA ZIP: 91406 8-K 1 form8-k.htm FORM 8-K form8-k.htm


 
UNITED STATES
 
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):  June 14, 2010
 
                     
 
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
                     
 
California
1-6615
95-2594729
(State or Other Jurisdiction
 of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7800 Woodley Avenue
Van Nuys, California
 
91406
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including Area Code:  (818) 781-4973
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

Item 1.01
Entry into a Material Definitive Agreement
Item 2.05
Costs Associated with Exit or Disposal Activities

On June 14, 2010, Superior Industries International, Inc. (“Superior”) entered into a definitive agreement to sell its 50% equity stake in Suoftec Light Metal Products Production & Distribution Ltd. (“Suoftec”), the company’s joint venture manufacturing facility in Hungary.  Superior sold its equity stake in Suoftec so that it could better focus its efforts on the world’s emerging markets.

Under the agreement, Superior will sell its entire ownership interest in Suoftec to its partner in the joint venture, Otto Fuchs Kg, based in Meinerzhagen, Germany.  The total purchase price shall be 7 million euros, consisting of a combination of cash and other consideration.  The transaction is expected to be completed on June 18, 2010.

In addition to recording its 50% share of the operating results of Suoftec through the date of sale, Superior will record in the second quarter of 2010 an accounting charge equal to the difference between the sales proceeds of 7 million euros (approximately $8.5 million at a current euro exchange rate) and the book value of Superior’s investment in Suoftec as of the date of sale.  As of the end of May 2010, the book value of Superior’s investment in Suoftec, net of adjustments included in Other Comprehensive Income, was approximately $14 million.  Because Superior may also incur additional charges in connection with this transaction, Superior is currently unable to, in good faith, make an estimate of the aggregate costs to be incurred or the aggregate future cash expenditures to be made in connection with the sale of Suoftec.

A copy of the press release announcing this transaction is attached as Exhibit 99.1 to this report.

Forward-Looking Statements
 

This Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing for completion of and accounting treatment for the Suoftec sale. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.  No assurance can be given that the anticipated benefits from the sale of Suoftec will be fully realized or realized within the expected timeframe.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions.  Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

 
Item 9.01  Financial Statements and Exhibits
 
 (d) Exhibits
 
   
99.1
Press Release, dated June 15, 2010

 
 

 


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.
 
 
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
 
(Registrant)
   
Date: June 15, 2010
/s/ Robert A. Earnest
 
Robert A. Earnest
 
Vice President, General Counsel and Corporate Secretary
 
 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
 
                                           0;      Exhibit 99.1

 
Superior Industries to Divest 50% Equity Stake
In Hungarian Joint Venture



VAN NUYS, CALIFORNIA -- June 15, 2010 -- Superior Industries International, Inc. (NYSE:SUP) today announced that it has entered into a definitive agreement to sell its 50% equity stake in Suoftec Light Metal Products Production & Distribution Ltd., the company’s joint venture manufacturing facility in Hungary.

Under the agreement, Superior will sell its entire ownership interest in Suoftec to its partner in  the joint venture, OTTO FUCHS KG, based in Meinerzhagen, Germany.

“While we are proud of our long standing success in partnership with OTTO FUCHS KG and our Suoftec joint venture, this transaction will allow us to open the door to other investment opportunities in emerging markets,” said Steven J. Borick, Chairman, Chief Executive Officer and President.

About Superior Industries
Superior supplies aluminum wheels to Ford, General Motors, Chrysler, Audi, BMW, Jaguar,  Land Rover, Mercedes Benz, Mitsubishi, Nissan, Seat, Skoda, Subaru, Suzuki, Toyota, Volkswagen and Volvo. For more information, visit www.supind.com.

Forward-Looking Statements
This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which include references to the expected sale of the company’s equity interest in Suoftec, are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general automotive industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

 
 

 

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