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): March 15, 2001
U.S. AUTOMOTIVE MANUFACTURING, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 00-20436 65-0309477
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
ROUTE 627, AIRPORT DRIVE
TAPPAHANNOCK, VA 22560
(Address of principal executive offices)
(804) 443-5356
(Registrant's telephone number, including area code)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On March 15, 2001, the United States Bankruptcy Court for the District of
Delaware in Wilmington (the "Bankruptcy Court") issued an order (the "Sale
Order") approving the terms of the Asset Sale and Purchase Agreement dated
January 22, 2001, as amended (the "Purchase Agreement") in all material respects
and permitting the consummation of the transactions contemplated thereby. The
closing is expected to occur on or before April 9, 2001. Upon completion of the
sale of substantially all of the assets of the Company under the Purchase
Agreement, it is anticipated that the Company will be liquidated. Because of the
amount of debt outstanding, the Company does not expect the stockholders to
receive any value for their shares of common stock in the Company.
The foregoing summary does not purport to be complete and is qualified in
its entirety by reference to the Sale Order attached hereto as Exhibit 99.1
which is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
The Company intends to file a no-action letter with the Securities and
Exchange Commission requesting relief from its periodic reporting requirements
under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and will
instead file, under cover of Form 8-K, all periodic financial reports and the
final report that are required to be filed with the Bankruptcy Court.
This report contains forward-looking statements which are made pursuant to
the safe harbor provisions of the Securities Litigation Reform Act of 1995,
which involve risks and uncertainties that may affect the Company's business and
prospects. Actual performance may differ from that described in these
forward-looking statements, which speak only as of the date hereof.
ITEM 7. EXHIBITS.
Exhibit 99.1 Sale Order dated March 15, 2001.(The Asset Sale and Purchase
Agreement dated January 22, 2001, which was attached to the
Sale Order as a part of Exhibit A thereto, has been omitted
from this Exhibit 99.1, as it was previously filed on Form 8-K
dated January 31, 2001 and is incorporated herein by
reference.)
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.
U.S. AUTOMOTIVE MANUFACTURING, INC.
Date: March 23, 2001 By: /s/ Martin Chevalier
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Martin Chevalier
President