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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: January 30, 1998
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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 30, 1998, the Registrant closed a definitive agreement, entered into
on December 19, 1997 and effective January 1, 1998, to purchase 51% of the
common stock of Qualipart Industria E Comercio Ltda. ("Qualipart") of Pinhal-SP,
Brazil from its parent, Propart Corporation, a company existing under the laws
of the Bahamas, with lead offices at Nassau, Bahamas ("Propart"). The purchase
price was satisfied through the payment of $5.2 million in cash and the issuance
of a $5 million note payable to Propart. The determination of the purchase price
paid by the Registrant was based upon the earnings power of Qualipart and
resulted from extensive negotiations between the Registrant and Propart.
Qualipart is a contract manufacturer of precision-machined components. It has
established itself as a value-added player in the manufacture of gasoline and
diesel fuel injection components made from steel bar stock and sold to major OEM
and tier-one accounts in the automotive and heavy equipment industries. The
Registrant intends to continue to employ Qualipart's assets in the
precision-machining business.
The following net assets were acquired, subject to a 49% minority interest
(amounts represent historical net book values of Qualipart):
Accounts receivable $2,196,648
Inventories 1,702,885
Prepaid expenses and other 328,432
Property, plant and equipment, net 2,773,824
Other assets 66,051
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Total assets acquired 7,067,840
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Current maturities of long-term obligations (419,046)
Accounts payable (570,820)
Accrued liabilities and other (986,385)
Long-term debt (80,722)
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Total liabilities assumed (2,056,973)
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Net assets acquired $5,010,867
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The final purchase price could be reduced as a result of deterioration in
working capital from October 31 to December 31, 1997 and as a result of a
deficiency in earnings before interest and taxes from an agreed-upon level
during the eighteen months ending June 30, 1999.
The funds used to complete the acquisition were obtained through an acquisition
term note with Comerica Bank to be paid in 60 equal monthly principal
installments, plus interest at 7.1% per annum, and a note to Propart which bears
interest at 12% per annum to be paid annually. Annual principal obligations
under the note to Propart will begin in 2003, but may be prepaid through a
capital contribution made directly to the former Qualipart (now Autocam do
Brasil).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) & (b) Financial Statements of Business Acquired and Pro Forma Financial
Information
The Registrant has omitted financial statements and related pro forma
presentations for this acquisition because of the absence of conditions under
which they are required.
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(c) Exhibits
Exhibit 4.1 A Quota Purchase Agreement among Autocam Corporation, a Michigan
(United States of America) corporation, and Propart Corporation,
a company existing under the laws of the Bahamas, with lead
offices at Nassau, Bahamas, and Peter Graber representing the
beneficial owners of Qualipart.
Registrant hereby undertakes and agrees to furnish to the
Commission upon request a complimentary copy of any exhibit or
other schedule to Exhibit 4.1 hereto, all of which have been
omitted from this filing pursuant to Regulation S-K Item
601(b)(2).
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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: February 6, 1998
AUTOCAM CORPORATION
/s/ WARREN A. VELTMAN
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Warren A. Veltman, Principal
Financial and Accounting Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Quota Purchase Agreement