Filed Pursuant to Rule 424(b)(3)
Registration Number 333-119363
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 2, 2006)
AUTOCAM CORPORATION
10.875% SENIOR SUBORDINATED NOTES DUE 2014
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Attached hereto and incorporated by reference herein is our Current Report
on Form 8-K dated January 8, 2007. This Prospectus Supplement is not complete
without, and may not be delivered or utilized except in connection with, the
Prospectus, dated May 2, 2006, with respect to the 10.875% Senior Subordinated
Notes Due 2014, including any amendments or supplements thereto.
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INVESTING IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 8 OF THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
This prospectus has been prepared for and will be used by Goldman, Sachs &
Co. in connection with offers and sales of the notes in market-making
transactions. These transactions may occur in the open market or may be
privately negotiated, at prices related to prevailing market prices at the time
of sale or at negotiated prices. Goldman, Sachs & Co. may act as principal or
agent in these transactions. We will not receive any of the proceeds of such
sales.
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GOLDMAN, SACHS & CO.
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January 8, 2007
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): January 8, 2007
(January 6, 2007)
AUTOCAM CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 333-119215 38-2790152
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4436 BROADMOOR AVENUE SOUTHEAST, KENTWOOD, MICHIGAN, 49512
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-0707
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On January 6, 2007, Autocam Corporation ("we", "our", or "us") executed a term
sheet signed by the holders ("Noteholders") of 85% of our obligations under our
$140.0 million of outstanding 10.875% senior subordinated notes due June 2014
(the "Notes") concerning the terms of a possible recapitalization of Autocam. As
part of the proposed recapitalization, the Noteholders would purchase $85.0
million of newly issued equity securities in the form of a payment-in-kind
preferred stock (the "PIK Preferred Stock") and convert all of their Notes into
substantially all of the common equity of Autocam. The proposed agreement
anticipates that the indebtedness under our second lien credit facility (which
had an amount outstanding as of January 5, 2007 of $77.7 million) will be repaid
in full with proceeds of the PIK Preferred Stock. Any excess would be used to
satisfy expenses of the transaction and increase working capital.
In addition, pursuant to the proposed agreement, all outstanding equity
securities of Autocam, and all options, warrants or rights to acquire any equity
securities of Autocam will be canceled. However, the proposed agreement provides
that the current equity holders (other than those employed by Autocam) will be
entitled to purchase a portion of the PIK Preferred Stock, will retain a common
equity interest in Autocam and will be granted warrants to purchase additional
common equity of Autocam. The term sheet has been approved by the board of
directors and the stockholders of Autocam, but is subject to final negotiations,
documentation and customary conditions of closing.
To facilitate the transactions contemplated by the term sheet, we have
separately reached agreement with the holders of 100% of our obligations under
our second lien credit facility to defer the payment of interest under that
facility until the earliest of (a) February 28, 2007, (b) the closing of a
refinancing of the second lien credit facility or general restructuring of our
indebtedness and capital structure, or (c) the existence of certain other events
of default under the second lien credit agreement. Pursuant to the agreement
described above, we did not make the interest payment on the second lien credit
facility that was due December 29, 2006.
Separately, we anticipate that as part of the recapitalization, our first lien
secured credit facilities (which had an amount outstanding as of January 5, 2007
of $107.4 million) would remain in place or be refinanced on market terms. After
completion of the recapitalization, we anticipate that we would have
approximately $110.0 million of funded secured indebtedness.
The proposed agreement contemplated by the term sheet would significantly
enhance our financial strength and operational flexibility, which would benefit
all of our stakeholders. The recapitalization would improve our short- and
long-term liquidity on a global basis allowing us to better serve our customers,
meet our debt service and working capital requirements and fund capital
expenditures for new programs.
SIGNATURE
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.
Autocam Corporation
By: /s/ John C. Kennedy
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Name: John C. Kennedy
Title: President and Chief Executive
Officer
Dated: January 8, 2007