JPEI - must read entire document which gives full explanation of the surviving company ASC which aquired JPEI assets!! We own a stock that has been recapitalized and I will run shot gun with comerica bank any day for $50MM:
RECENT INFORMATION GENERAL AND RECENT INFORMATION
JPE, Inc. (together with its subsidiaries, the "Company"), through its five operating subsidiaries in existence as of January 1, 1999, manufactured and distributed automotive and truck components to original equipment manufacturers ("OEMs") and to the aftermarket. During 1998 and throughout May 1999, the Company experienced financial difficulty resulting in a strategy to sell certain subsidiaries, obtain additional capital and restructure its debt.
During the period from August, 1998 through May, 1999, three of the Company's operating subsidiaries, Plastic Trim, Inc. ("PTI"), Starboard Industries, Inc. ("Starboard") and JPE Canada Inc. ("JPEC"), were operating under court ordered protection. On September 15, 1998, PTI and Starboard filed voluntary petitions for relief under Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Michigan. On August 27, 1998, the Ontario Court (General Division) Commercial List issued an order to appoint an Interim Receiver for JPEC pursuant to Section 47 of the Bankruptcy and Insolvency Act of Canada. Collectively, these companies represent the Company's Trim Group. The Company's two other operating subsidiaries, Dayton Parts, Inc. ("DPI") and Industrial & Automotive Fasteners, Inc. ("IAF"), and the parent company of all five operating subsidiaries, JPE, Inc., continued to operate without court protection.
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On February 8, 1999, under court order, the Company sold substantially all the assets of JPEC for approximately Cdn. $21 million, to the Ventra Group, Inc. Proceeds were used to pay Canadian bank debt and other secured debt provided by a major customer. In conjunction with the sale of all of its assets, JPEC filed an assignment in bankruptcy on February 8, 1999. JPEC had no assets to pay its unsecured debt and, as such, JPEC was dissolved. The unpaid liabilities of JPEC at closing were eliminated through the bankruptcy proceeding, resulting in a gain of approximately $2.9 million which was recognized in the first quarter of 1999.
On March 26, 1999, the Company sold the stock of IAF for approximately $20 million. As part of this transaction, certain vendors of IAF agreed to accept a 30% payment for past due payables resulting in a gain on debt forgiveness of $2 million. The Company recognized a loss of approximately $2.5 million as a result of the stock sale in the first quarter of 1999.
On February 25, 1999, the Company filed Plans of Reorganization for PTI and Starboard with the United States Bankruptcy Court, pursuant to which those companies would emerge from pending Chapter 11 bankruptcy proceedings. This action was contingent on the consummation of an investment in the Company by ASC Holdings LLC ("ASC") and Kojaian Holdings LLC ("Kojaian"), as described in Note A, which occurred on May 27, 1999. As a result, these reorganization plans were confirmed by the Bankruptcy Court, and the unsecured creditors of PTI and Starboard forgave 70% of their claims, totaling approximately $4.1 million. In addition, on December 8, 1999, the Bankruptcy Court entered a Final Decree discharging Starboard from bankruptcy proceedings and on May 12, 2000, the Bankruptcy Court entered a Final Decree Discharging PTI from bankruptcy proceedings.
After these transactions, JPE, Inc. owns three operating subsidiaries, DPI, PTI and Starboard, with 1999 annual revenues of approximately $157 million and total assets of approximately $79 million. JPE, Inc. is now operating under the assumed names of ASCET INC, ASC Exterior Technologies and ASC Exterior Technologies - Sales and Engineering and is hereinafter referred to as the Successor Company. PTI now operates under the assumed names of ASC Exterior Technologies - Dayton and ASC Exterior Technologies - Beavercreek. SBI now operates under the assumed name of ASC Exterior Technologies - East Tawas.
On July 1, 2000 the Company paid $1,000, plus other remuneration described below, to purchase certain assets and liabilities of MB Associates (MB), Inc. MB was the exclusive sales representative for the Company's Exterior Trim operations. In connection with the purchase of MB, the Company entered into consulting and/or employment agreements with certain former owners and key members of MB's management team. Under the terms of these agreements, the Company paid $357,500 at closing and executed notes payable in the amount of $1,462,500. These notes require three payments of $487,500 due on June 30, of each of 2001, 2002 and 2003. In addition, the Company agreed to issue common or preferred stock equal in value to $180,000 as a signing bonus for the individuals who will become employees of the Company. |
