Delaware | 3714 | 41-1990662 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Dennis M. Myers P.C.
Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Telecopy: (312) 861-2200 |
Kris F. Heinzelman, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 Telecopy: (212) 474-3700 |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to Be | Offering Price | Aggregate | Registration | ||||||||
Securities to Be Registered | Registered | Per Unit(1) | Offering Price | Fee(1) | ||||||||
Common Stock, par value $0.01 per share(2)
|
9,048,713 | $19.025 | $172,151,764.83 | $20,263 | ||||||||
(1) | Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) of the Securities Act, on the basis of the average high and low prices of the registrants common stock on June 3, 2005, as reported by The Nasdaq National Market. |
(2) | Includes amount attributable to shares of Common Stock that may be purchased by the underwriters under an option to purchase additional shares. |
The
information in this prospectus is not complete and may be
changed. We or the selling stockholders may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not
permitted.
|
Underwriting | Proceeds to | |||||||||||||||
Price to | Discounts and | Proceeds to | Selling | |||||||||||||
Public | Commissions | Issuer | Stockholders | |||||||||||||
Per Share
|
$ | $ | $ | $ | ||||||||||||
Total
|
$ | $ | $ | $ |
Credit Suisse First Boston | Robert W. Baird & Co. |
JPMorgan | Lehman Brothers |
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F-1 | ||||||||
Opinion | ||||||||
Service Agreement | ||||||||
Assignment and Assumption Agreement | ||||||||
Subsidiaries | ||||||||
Consent | ||||||||
Consent |
1
2
3
4
5
6
On February 7, 2005, we acquired substantially all of the
assets and liabilities related to Mayflower Vehicle
Systems North American Commercial Vehicle Operations
(Mayflower) for $107.5 million. This
acquisition makes us the only non-captive producer of steel and
aluminum cabs and sleeper box assemblies for the North American
Class 8 truck market. The Mayflower acquisition will allow
us to offer our truck customers a completely furnished vehicle
cab and provide us earlier visibility on cab structure designs
and concepts, which will provide us with advantages in our other
cab products.
On June 3, 2005 we acquired the stock of Monona
Corporation, the parent of Monona Wire Corporation
(MWC), for $55.0 million. MWC specializes in
low volume electronic wire harnesses and instrument panel
assemblies and also assembles cabs for the construction market.
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The MWC acquisition will enhance our ability to offer integrated
electronics and instrument panel assemblies, expand our cab
assembly capabilities into new end markets and provide us with a
world class Mexican assembly operation strategically located
near several of our existing OEM customers.
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7
8
9
10
11
Common stock offered to the public
by us
1,500,000 shares
Common stock offered to the public by the selling stockholders
6,368,446 shares
Common stock to be outstanding after this offering
19,753,027 shares
Use of proceeds
We intend to use the net proceeds from the sale of
1,500,000 shares of common stock by us to repay
approximately $22.7 million of borrowings under our
revolving credit facility and for general corporate purposes.
See Use of Proceeds. We will not receive any of the
proceeds from the sales of our common stock by the selling
stockholders. We intend to use the proceeds from the exercise of
managements options to purchase 265,530 shares of our
common stock to repay approximately $1.5 million of
borrowings under our revolving credit facility.
Nasdaq National Market symbol
CVGI
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the Mayflower acquisition;
the MWC acquisition;
the sale of 1,500,000 shares of common stock by us pursuant
to this offering and the application of the net proceeds
therefrom as described in Use of Proceeds; and
the exercise of managements options to purchase 265,530
shares of our common stock and the application of the proceeds
therefrom as described in Use of Proceeds,
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Historical
Pro Forma
Historical
Pro Forma
Three Months Ended
Three Months
Year Ended December 31,
Year Ended
March 31,
Ended
December 31,
March 31,
2002
2003
2004
2004
2004
2005
2005
(In thousands, except share and per share data)
$
298,678
$
287,579
$
380,445
$
672,365
$
85,990
$
152,415
$
200,347
249,181
237,884
309,696
562,036
70,503
126,163
166,842
49,497
49,695
70,749
110,329
15,487
26,252
33,505
23,952
24,281
28,985
37,378
7,497
9,549
11,444
10,125
10,125
122
185
107
128
36
24
27
25,423
25,229
31,532
62,698
7.954
16,679
22,034
1,098
3,230
(1,247
)
(482
)
(3,270
)
(2,881
)
(2,881
)
12,940
9,796
7,244
16,617
2,268
2,168
3,502
2,972
1,605
1,605
11,385
9,231
23,930
44,958
8,956
17,392
21,413
5,235
5,267
6,481
14,892
3,407
6,506
8,145
6,150
3,964
17,449
30,066
5,549
10,886
13,268
(51,630
)
$
(45,480
)
$
3,964
$
17,449
$
30,066
$
5,549
$
10,886
$
13,268
$
(3.29
)
$
0.29
$
1.13
$
1.75
$
0.40
$
0.61
$
0.67
(3.26
)
0.29
1.12
1.73
0.40
0.59
0.66
13,827
13,779
15,429
17,195
13,779
17,987
19,753
13,931
13,883
15,623
17,389
13,885
18,297
20,063
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Historical
Pro Forma
Historical
Pro Forma
Three Months Ended
Three Months
Year Ended December 31,
Year Ended
March 31,
Ended
December 31,
March 31,
2002
2003
2004
2004
2004
2005
2005
(In thousands)
$
8,809
$
28,216
$
41,727
$
26,449
$
47,985
$
54,099
204,217
210,495
225,638
218,511
397,910
466,603
127,202
127,474
53,925
109,555
153,485
184,364
27,025
34,806
111,046
40,627
120,370
144,491
$
34,105
$
33,335
$
39,099
$
76,515
$
10,014
$
19,441
$
25,666
$
18,172
$
10,442
$
34,177
N/A
$
6,035
$
10,058
N/A
(4,937
)
(5,967
)
(8,907
)
N/A
(840
)
(109,241
)
N/A
(14,825
)
(2,761
)
(28,427
)
N/A
(7,667
)
99,965
N/A
8,682
8,106
7,567
13,817
2,060
2,762
3,632
4,937
5,967
8,907
12,775
840
2,883
3,329
181
182
269
269
55
81
81
(1)
Earnings (loss) per share and weighted average common shares
outstanding for the years ended December 31, 2002, 2003 and
2004 have been calculated giving effect to the reclassification
of our previously outstanding six classes of common stock into
one class of common stock and, in connection therewith, a
38.991-to-one stock split. Earnings (loss) per share for all
periods were computed in accordance with Statement of Financial
Accounting Standards No. 128, Earnings Per
Share (SFAS No. 128).
(2)
EBITDA represents earnings before interest expense,
income taxes, depreciation, amortization, non-cash gain (loss)
on forward exchange contracts, loss on early extinguishment of
debt and an impairment charge associated with the adoption of
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets
(SFAS No. 142). EBITDA does not represent
and should not be considered as an alternative to net income or
cash flow from operations, as determined by generally accepted
accounting principles. We present EBITDA because we believe that
it is widely accepted that EBITDA provides useful information
regarding our operating results. We rely on EBITDA primarily as
an operating performance measure in order to review and assess
our company and our management team. For example, our management
incentive plan is based upon the company achieving minimum
EBITDA targets for a given year. We also review EBITDA to
compare our current operating results with corresponding periods
and with other companies in our industry. We believe that it is
useful to investors to provide disclosures of our operating
results on the same basis as that used by our management. We
also believe that it can assist investors in comparing our
performance to that of other companies on a consistent basis
without regard to depreciation, amortization, interest or taxes,
which do not directly affect our operating performance. EBITDA
has limitations as an analytical tool, and you should not
consider it in isolation, or as a substitute for analysis of our
results as reported under GAAP. Some of these limitations are:
EBITDA does not reflect our cash expenditures, or future
requirements for capital expenditures or contractual commitments;
EBITDA does not reflect changes in, or cash requirements for,
our working capital needs;
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EBITDA does not reflect the significant interest expense, or the
cash requirements necessary to service interest or principal
payments, on our debt;
although depreciation and amortization are noncash charges, the
assets being depreciated and amortized will often have to be
replaced in the future, and EBITDA does not reflect any cash
requirements for such replacements; and
other companies in our industry may calculate EBITDA differently
than we do, limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA should not be considered a
measure of discretionary cash available to us to invest in the
growth of our business. We compensate for these limitations by
relying primarily on our GAAP results and using EBITDA only
supplementally. See the consolidated statements of cash flows
included in our financial statements included elsewhere in this
prospectus. The following is a reconciliation of EBITDA to net
income (loss):
Historical
Pro Forma
Historical
Pro Forma
Three Months
Three Months
Year Ended December 31,
Year Ended
Ended March 31,
Ended
December 31,
March 31,
2002
2003
2004
2004
2004
2005
2005
(In thousands)
$
34,105
$
33,335
$
39,099
$
76,515
$
10,014
$
19,441
$
25,666
(8,682
)
(8,106
)
(7,567
)
(13,817
)
(2,060
)
(2,762
)
(3,632
)
(1,098
)
(3,230
)
1,247
482
3,270
2,881
2,881
(12,940
)
(9,796
)
(7,244
)
(16,617
)
(2,268
)
(2,168
)
(3,502
)
(2,972
)
(1,605
)
(1,605
)
(5,235
)
(5,267
)
(6,481
)
(14,892
)
(3,407
)
(6,506
)
(8,145
)
(51,630
)
$
(45,480
)
$
3,964
$
17,449
$
30,066
$
5,549
$
10,886
$
13,268
(3)
Source: Americas Commercial Transportation Research Co. LLC and
ACT Publications.
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Volatility and cyclicality in the commercial vehicle market could adversely affect us. |
Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our sales. |
Our profitability would be adversely affected if the actual production volumes for our customers vehicles is significantly lower than we anticipated. |
12
Commercial vehicle OEMs have historically had significant leverage over their outside suppliers. |
Integrating our operations with the Mayflower and MWC operations may prove to be disruptive and could result in the combined businesses failing to meet our expectations. |
We may be unable to successfully implement our business strategy. |
If we are unable to obtain raw materials at favorable prices, it could adversely impact our results of operations and financial condition. |
13
Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in the loss of customers, which would have an adverse effect on our sales and operating results. |
Currency exchange rate fluctuations could have an adverse effect on our sales and financial results. |
We may be unable to complete additional strategic acquisitions or we may encounter unforeseen difficulties in integrating acquisitions. |
14
We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources. |
We may be adversely impacted by work stoppages and other labor matters. |
Our products may be rendered less attractive by changes in competitive technologies. |
15
Our continued success depends to some degree on our ability to protect our intellectual property. |
We depend on the service of key individuals, the loss of whom could materially harm our business. |
We may be adversely affected by the impact of environmental and safety regulations. |
16
We may be adversely affected by the impact of government regulations on our OEM customers. |
We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002. |
Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns. |
17
The reliability of market and industry data included in this prospectus may be uncertain. |
Our indebtedness could adversely affect our financial condition and make it more difficult to implement our business strategy. |
| make us more vulnerable to unfavorable economic conditions or changes in our industry; | |
| make it more difficult to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes; | |
| make it more difficult to pursue strategic acquisitions; | |
| require us to dedicate a portion of our cash flow from operations for making payments on our indebtedness, which would prevent us from using it for other purposes; and | |
| make us susceptible to fluctuations in market interest rates that affect the cost of our borrowings to the extent that our variable rate indebtedness is not covered by interest rate hedge agreements. |
Restrictions in our senior credit facility limit our ability to incur additional debt, make acquisitions and make other investments. |
We are subject to certain risks associated with our foreign operations. |
| the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; |
18
| foreign customers, who may have longer payment cycles than customers in the United States; | |
| tax rates in certain foreign countries, which may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation; | |
| intellectual property protection difficulties; | |
| general economic and political conditions in countries where we operate, which may have an adverse effect on our operations in those countries; | |
| the difficulties associated with managing a large organization spread throughout various countries; and | |
| complications in complying with a variety of foreign laws and regulations, which may conflict with United States law. |
Future sales of our common stock, including the shares purchased in this offering, may depress our stock price. |
The market price of our common stock may be volatile, which could cause the value of your investment to decline. |
19
Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock. |
| a classified board of directors with staggered terms; | |
| a prohibition on stockholder action through written consents; | |
| a requirement that special meetings of stockholders be called only by the board of directors; | |
| advance notice requirements for stockholder proposals and director nominations; | |
| limitations on the ability of stockholders to amend, alter or repeal the by-laws; and | |
| the authority of the board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine and additional shares of our common stock. |
Ownership change may limit our ability to use certain losses for U.S. federal income tax purposes and may increase our tax liability. |
20
21
22
High | Low | |||||||
2004:
|
||||||||
Third quarter (beginning August 5, 2004)
|
$ | 16.82 | $ | 12.95 | ||||
Fourth quarter
|
$ | 21.90 | $ | 14.50 | ||||
2005:
|
||||||||
First quarter
|
$ | 24.38 | $ | 18.25 | ||||
Second quarter (through June 7, 2005)
|
$ | 21.74 | $ | 16.51 |
23
As of March 31, 2005 | |||||||||||||||
Pro Forma for the | Pro Forma | ||||||||||||||
Actual | MWC Acquisition | As Adjusted | |||||||||||||
(In thousands) | |||||||||||||||
Cash and cash equivalents
|
$ | 1,527 | $ | 1,527 | $ | 1,527 | |||||||||
Long-term debt (including current maturities):
|
|||||||||||||||
Senior credit facility:(1)
|
|||||||||||||||
Revolving credit facility
|
$ | 5,851 | $ | 60,851 | $ | 36,730 | |||||||||
Term loans
|
141,132 | 141,132 | 141,132 | ||||||||||||
Other debt(2)
|
6,502 | 6,502 | 6,502 | ||||||||||||
Total long-term debt
|
153,485 | 208,485 | 184,364 | ||||||||||||
Stockholders equity:
|
|||||||||||||||
Preferred stock, $.01 par value per share;
5,000,000 shares authorized; no shares issued and
outstanding on an actual or pro forma basis
|
| | | ||||||||||||
Common stock, $.01 par value per share;
30,000,000 shares authorized; 17,987,497 issued and
outstanding on an actual basis, and 19,753,027 shares
issued and outstanding on a pro forma basis
|
180 | 180 | 182 | ||||||||||||
Additional paid-in capital
|
123,660 | 123,660 | 147,779 | ||||||||||||
Retained earnings (accumulated deficit)
|
(4,568 | ) | (4,568 | ) | (4,568 | ) | |||||||||
Stock subscriptions receivable
|
(175 | ) | (175 | ) | (175 | ) | |||||||||
Accumulated other comprehensive income
|
1,273 | 1,273 | 1,273 | ||||||||||||
Total stockholders equity
|
120,370 | 120,370 | 144,491 | ||||||||||||
Total capitalization
|
$ | 273,855 | $ | 328,855 | $ | 328,855 | |||||||||
(1) | On February 7, 2005, we amended our senior credit facility to increase our revolving credit facility from $40.0 million to $75.0 million and our term loans from $65.0 million to $145.0 million. We used borrowings of approximately $106.4 million under our amended senior credit facility to fund substantially all of the purchase price of the Mayflower acquisition. On June 3, 2005, we amended our senior credit facility again, to increase our revolving credit facility from $75.0 million to $100.0 million. We used revolving credit borrowings of approximately $58.0 million under our senior credit facility to fund substantially all of the purchase price and related expenses of the MWC acquisition. |
(2) | Other debt includes borrowings of $6.5 million financed through the issuance of industrial development bonds relating to our Vonore, Tennessee facility. These bonds were redeemed on May 2, 2005 for approximately $6.5 million. |
24
| the Mayflower acquisition; | |
| the MWC acquisition; | |
| the sale of 1,500,000 shares of common stock by us pursuant to this offering and the application of the net proceeds therefrom as described in Use of Proceeds; and | |
| the exercise of managements options to purchase 265,530 shares of our common stock and the application of the proceeds therefrom as described in Use of Proceeds, |
25
26
27
28
29
30
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Acquisitions
Offering
Pro Forma
CVG
Mayflower
MWC
Adjustments
Adjustments
Consolidated
(In thousands, except per share amounts)
$
380,445
$
206,457
$
85,463
$
$
$
672,365
309,696
181,209
71,131
562,036
70,749
25,248
14,332
110,329
28,985
3,659
4,734
37,378
10,125
10,125
107
21
128
31,532
21,589
9,577
62,698
(1,247
)
765
(482
)
7,244
(170
)
(1,970
)
13,201
(6)
(1,688
)(8)
16,617
1,605
1,605
23,930
20,994
11,547
(13,201
)
1,688
44,958
6,481
7,865
4,460
(4,589
)(7)
675
(7)
14,892
$
17,449
$
13,129
$
7,087
$
(8,612
)
$
1,013
$
30,066
$
1.13
$
1.75
$
1.12
$
1.73
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Acquisitions
Offering
Pro Forma
CVG
Mayflower
MWC
Adjustments
Adjustments
Consolidated
(In thousands, except per share amounts)
$
152,415
$
23,986
$
23,946
$
$
$
200,347
126,163
21,553
19,126
166,842
26,252
2,433
4,820
33,505
9,549
727
1,168
11,444
24
3
27
16,679
1,706
3,649
22,034
(2,881
)
(2,881
)
2,168
793
(2,230
)
3,193
(6)
(422
)(8)
3,502
17,392
913
5,879
(3,193
)
422
21,413
6,506
396
1,929
(855
)(7)
169
(7)
8,145
$
10,886
$
517
$
3,950
$
(2,338
)
$
253
$
13,268
$
0.61
$
0.67
$
0.59
$
0.66
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(1)
The MWC acquisition will be accounted for by the purchase method
of accounting. Under purchase accounting, the total purchase
price will be allocated to the tangible and intangible assets
and liabilities of MWC based upon their respective fair values.
This allocation will be based upon valuations and other studies
that have not yet been completed. A preliminary allocation of
the purchase price has been made to major categories of assets
and liabilities based on available information. The actual
allocation of purchase price and the resulting effect on income
from operations may differ significantly from the pro forma
amounts included herein.
The purchase price and costs associated with the MWC acquisition
exceeded the preliminary fair value of the net assets acquired
by approximately $39.3 million. Pending completion of an
independent valuation analysis, we have preliminarily allocated
the excess purchase price over the fair value of the net assets
acquired to goodwill. The acquired goodwill is not deductible
for income tax purposes. Our preliminary estimate of goodwill as
of the acquisition date, which is subject to further refinement,
is as follows (in thousands):
$
55,000
3,000
(18,705
)
$
39,295
(2)
Reflects accrued transaction costs which were not paid at
closing.
(3)
Reflects the net borrowings under our revolving credit facility
to fund the MWC acquisition.
(4)
Represents the elimination of the MWC equity accounts as of
March 31, 2005.
(5)
Reflects the receipt of net proceeds from the offering and
proceeds from the exercise of managements stock options
and the use of these proceeds to repay a portion of our
revolving credit facility (in thousands):
$
27,000
1,471
(1,350
)
(3,000
)
$
24,121
(6)
Reflects adjustments to interest expense on incremental net
borrowings of approximately $106.4 million incurred in
connection with the Mayflower acquisition and interest expense
on incremental net borrowings of approximately
$58.0 million incurred in connection with the MWC
acquisition at a weighted average interest rate of 6.5% for
borrowings under the term loan facility and 7.0% for borrowings
under the revolving credit facility as follows:
Adjustments to
Interest Expense
Three Months
Year Ended
Ended
December 31,
March 31,
2004
2005
(In thousands)
$
7,211
$
793
3,850
963
11,061
1,756
170
(793
)
1,970
2,230
2,140
1,437
$
13,201
$
3,193
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(7)
Reflects an adjustment to income taxes based on an assumed 40%
tax provision.
(8)
Reflects the reduction of interest expense on the reduction in
net borrowings under our revolving credit facility at a weighted
average interest rate of 7.0%.
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31
Three Months Ended
Year Ended December 31,
March 31,
2000
2001
2002
2003
2004
2004
2005
(In thousands, except per share data)
$
244,963
$
271,226
$
298,678
$
287,579
$
380,445
$
85,990
$
152,415
208,083
229,593
249,181
237,884
309,696
70,503
126,163
36,880
41,633
49,497
49,695
70,749
15,487
26,252
21,569
21,767
23,952
24,281
28,985
7,497
9,549
10,125
2,725
3,822
122
185
107
36
24
5,561
449
7,025
15,595
25,423
25,229
31,532
7,954
16,679
(1,955
)
(2,347
)
1,098
3,230
(1,247
)
(3,270
)
(2,881
)
12,396
14,885
12,940
9,796
7,244
2,268
2,168
2,972
1,605
(3,416
)
3,057
11,385
9,231
23,930
8,956
17,392
(2,550
)
5,072
5,235
5,267
6,481
3,407
6,506
(866
)
(2,015
)
6,150
3,964
17,449
5,549
10,886
(51,630
)
$
(866
)
$
(2,015
)
$
(45,480
)
$
3,964
$
17,449
$
5,549
$
10,886
$
(0.09
)
$
(0.15
)
$
(3.29
)
$
0.29
$
1.13
$
0.40
$
0.61
(0.09
)
(0.15
)
(3.26
)
0.29
1.12
0.40
0.59
9,337
13,893
13,827
13,779
15,429
13,779
17,987
9,337
13,893
13,931
13,883
15,623
13,885
18,297
$
16,768
$
10,908
$
8,809
$
28,216
$
41,727
$
26,449
$
47,985
312,006
263,754
204,217
210,495
225,638
218,511
397,910
161,061
140,191
127,202
127,474
53,925
109,555
153,485
76,287
72,913
27,025
34,806
111,046
40,627
120,370
$
16,107
$
28,428
$
34,105
$
33,335
$
39,099
$
10,014
$
19,441
24,068
12,408
18,172
10,442
34,177
6,035
10,058
(3,051
)
7,749
(4,937
)
(5,967
)
(8,907
)
(840
)
(109,241
)
(13,160
)
(24,792
)
(14,825
)
(2,761
)
(28,427
)
(7,667
)
99,965
9,078
12,833
8,682
8,106
7,567
2,060
2,762
3,174
4,898
4,937
5,967
8,907
840
2,883
252
146
181
182
269
55
81
32
(1) | Earnings (loss) per share and weighted average common shares outstanding for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 have been calculated giving effect to the reclassification, in connection with our initial public offering, of our previously outstanding six classes of common stock into one class of common stock and, in connection therewith, a 38.991-to-one stock split. Earnings (loss) per share for all periods were computed in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128). |
(2) | EBITDA represents earnings before interest expense, income taxes and depreciation and amortization, noncash gain (loss) on forward exchange contracts, loss on early extinguishment of debt and an impairment charge associated with the adoption of SFAS No. 142. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by generally accepted accounting principles. We present EBITDA because we believe that it is widely accepted that EBITDA provides useful information regarding our operating results. We rely on EBITDA primarily as an operating performance measure in order to review and assess our company and our management team. For example, our management incentive plan is based upon the company achieving minimum EBITDA targets for a given year. We also review EBITDA to compare our current operating results with corresponding periods and with other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: |
| EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; | |
| EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; | |
| Although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and | |
| Other companies in our industry may calculate EBITDA differently than we do, limiting their usefulness as a comparative measure. |
33
Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the consolidated statements of cash flows included in our financial statements included elsewhere herein. The following is a reconciliation of EBITDA to net income (loss): |
Three Months | |||||||||||||||||||||||||||||
Ended | |||||||||||||||||||||||||||||
Year Ended December 31, | March 31, | ||||||||||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | |||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||
EBITDA
|
$ | 16,107 | $ | 28,428 | $ | 34,105 | $ | 33,335 | $ | 39,099 | $ | 10,014 | $ | 19,441 | |||||||||||||||
Add (subtract):
|
|||||||||||||||||||||||||||||
Depreciation and amortization
|
(9,078 | ) | (12,833 | ) | (8,682 | ) | (8,106 | ) | (7,567 | ) | (2,060 | ) | (2,762 | ) | |||||||||||||||
Noncash gain (loss) on forward exchange contracts
|
1,951 | 2,347 | (1,098 | ) | (3,230 | ) | 1,247 | 3,270 | 2,881 | ||||||||||||||||||||
Interest expense
|
(12,396 | ) | (14,885 | ) | (12,940 | ) | (9,796 | ) | (7,244 | ) | (2,268 | ) | (2,168 | ) | |||||||||||||||
Loss on early extinguishment of debt
|
| | | (2,972 | ) | (1,605 | ) | | | ||||||||||||||||||||
(Provision) benefit for income taxes
|
2,550 | (5,072 | ) | (5,235 | ) | (5,267 | ) | (6,481 | ) | (3,407 | ) | (6,506 | ) | ||||||||||||||||
Cumulative effect of change in accounting
|
| | (51,630 | ) | | | | | |||||||||||||||||||||
Net income (loss)
|
$ | (866 | ) | $ | (2,015 | ) | $ | (45,480 | ) | $ | 3,964 | $ | 17,449 | $ | 5,549 | $ | 10,886 | ||||||||||||
(3) | Source: Americas Commercial Transportation Research Co. LLC and ACT Publications. |
34
35
| eliminating excess production capacity through the closure and consolidation of four manufacturing facilities, two design centers and two assembly facilities; | |
| implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives throughout many of our U.S. manufacturing facilities to improve operating efficiency and product quality; | |
| reducing headcount for both salaried and hourly employees; and | |
| improving our design capabilities and new product development efforts to focus on higher margin product enhancements. |
36
37
Three Months
Ended
Year Ended December 31,
March 31,
2002
2003
2004
2004
2005
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
83.4
82.7
81.4
82.0
82.8
16.6
17.3
18.6
18.0
17.2
8.0
8.4
7.6
8.7
6.3
0.0
0.0
2.7
0.0
0.0
0.1
0.1
0.0
0.0
0.0
8.5
8.8
8.3
9.3
10.9
0.4
1.1
(0.3
)
(3.8
)
(1.9
)
4.3
3.4
1.9
2.6
1.4
0.0
1.0
0.4
0.0
0.0
3.8
3.3
6.3
10.5
11.4
1.7
1.9
1.7
4.0
4.3
2.1
1.4
4.6
6.5
7.1
17.3
0.0
0.0
0.0
0.0
(15.2
)%
1.4
%
4.6
%
6.5
%
7.1
%
38
| an increase in North American heavy-duty truck production as well as an increase in production levels for other North American end markets, which resulted in approximately $67 million of increased revenues; | |
| new business awards related to seats, mirrors and interior trim, which resulted in approximately $13 million of increased revenues; and | |
| favorable foreign exchange fluctuations of approximately $11 million. |
39
40
Restructuring and Asset Impairment Charges |
41
Balance at | Balance at | Balance at | |||||||||||||||||||
December 31, | Payments/ | December 31, | Payments/ | December 31, | |||||||||||||||||
2002 | Utilization | 2003 | Utilization | 2004 | |||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Facility exit and other contractual costs
|
$ | 1,177 | $ | (390 | ) | $ | 787 | $ | (509 | ) | $ | 278 | |||||||||
Employee costs
|
98 | (98 | ) | | | | |||||||||||||||
Total
|
$ | 1,275 | $ | (488 | ) | $ | 787 | $ | (509 | ) | $ | 278 | |||||||||
Cash Flows |
Credit Facilities |
42
Maximum | ||||
Total Leverage | ||||
Quarter(s) Ending | Ratio | |||
3/31/05 through 9/30/05
|
3.00 to 1.00 | |||
12/31/05 through 9/30/06
|
2.75 to 1.00 | |||
12/31/06 and each fiscal quarter thereafter
|
2.50 to 1.00 |
43
Actual |
Payments Due by Period | |||||||||||||||||||||
Less than | More than | ||||||||||||||||||||
Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Long-term debt obligations
|
$ | 53,925 | $ | 4,884 | $ | 19,320 | $ | 22,585 | $ | 7,136 | |||||||||||
Operating lease obligations
|
17,480 | 5,082 | 7,141 | 4,724 | 533 | ||||||||||||||||
Total
|
$ | 71,405 | $ | 9,966 | $ | 26,461 | $ | 27,309 | $ | 7,669 | |||||||||||
Pro Forma |
Payments Due by Period | |||||||||||||||||||||
Less than | More than | ||||||||||||||||||||
Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Long-term debt obligations
|
$ | 185,738 | $ | 15,534 | $ | 47,088 | $ | 101,409 | $ | 21,707 | |||||||||||
Operating lease obligations
|
21,651 | 6,703 | 9,006 | 5,409 | 533 | ||||||||||||||||
Total
|
$ | 207,389 | $ | 22,237 | $ | 56,094 | $ | 106,818 | $ | 22,240 | |||||||||||
44
45
46
47
48
49
50
51
52
53
54
Interest Rate Risk
Foreign Currency Risk
Table of Contents
Foreign Currency Transactions
Table of Contents
2000
2001
2002
2003
2004
(Thousands of units)
252
146
181
182
269
215
185
191
194
240
467
331
372
376
509
Table of Contents
Class 8 Truck Market
Table of Contents
Table of Contents
Commercial Truck Aftermarket
Commercial Construction Vehicle Market
Table of Contents
Military Equipment Market
Table of Contents
| On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems North American Commercial Vehicle Operations for $107.5 million. This acquisition makes us the only non-captive producer of steel and aluminum cabs and sleeper box assemblies for the North American Class 8 truck market. The Mayflower acquisition will allow us to offer our truck customers a completely furnished vehicle cab and provide us earlier visibility on cab structure designs and concepts, which will provide us with advantages in our other cab products. | |
| On June 3, 2005 we acquired the stock of Monona Corporation, the parent of MWC, for $55.0 million. MWC specializes in low volume electronic wire harnesses and instrument panel assemblies and also assembles cabs for the construction market. The MWC acquisition will enhance our ability to offer integrated electronics and instrument panel assemblies, expand our cab assembly capabilities into new end markets and provide us with a world class Mexican assembly operation strategically located near several of our existing OEM customers. |
55
|
56
57
58
59
2004 Sales | |||||||||
Product Category | Actual | Pro Forma | |||||||
Seats and Seating Systems
|
53 | % | 30 | % | |||||
Trim Systems and Components
|
28 | 16 | |||||||
Mirrors, Wipers and Controls
|
19 | 11 | |||||||
Cab Structures, Sleeper Boxes, Body Panels and Structural
Components
|
| 31 | |||||||
Electronic Wire Harnesses and Panel Assemblies
|
| 12 | |||||||
Total
|
100 | % | 100 | % | |||||
60
61
62
63
2004 Sales | |||||||||
End-User Market | Actual | Pro Forma | |||||||
Heavy Truck OEM
|
54 | % | 59 | % | |||||
Aftermarket and OEM Service
|
11 | 7 | |||||||
Construction
|
18 | 18 | |||||||
Bus
|
2 | 1 | |||||||
Military
|
2 | 2 | |||||||
Agriculture
|
1 | 1 | |||||||
Other
|
12 | 12 | |||||||
Total
|
100 | % | 100 | % | |||||
2004 Sales | |||||||||
Customer | Actual | Pro Forma | |||||||
PACCAR
|
28 | % | 16 | % | |||||
Freightliner
|
17 | 14 | |||||||
International
|
9 | 18 | |||||||
Caterpillar
|
5 | 10 | |||||||
Volvo/ Mack
|
6 | 12 | |||||||
Komatsu
|
3 | 2 | |||||||
Deere & Co.
|
1 | 2 | |||||||
Oshkosh Truck
|
1 | 3 | |||||||
Other
|
30 | 23 | |||||||
Total
|
100 | % | 100 | % | |||||
64
65
| Seats and Seating Systems. Our seating operations utilize a variety of manufacturing techniques whereby fabric is affixed to an underlying seat frame. We also manufacture and assemble the seat frame, which involves complex welding. For the most part, we utilize outside suppliers to produce the individual components used to assemble the seat frame. | |
| Trim Systems and Components. Our interior systems process capabilities include injection molding, low-pressure injection molding, urethane molding and foaming processes, compression molding, and vacuum and twin shell vacuum forming as well as various trimming and finishing methods. | |
| Mirrors, Wipers and Controls. We manufacture our mirrors, wipers and controls utilizing a variety of manufacturing processes and techniques. Our mirrors, wipers and controls are 100% hand assembled, tested and packaged. | |
| Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We utilize a wide range of manufacturing processes to produce the majority of the steel and aluminum stampings used in our cab structures, sleeper boxes, body panels and structural components and a variety of both robotic and manual welding techniques in the assembly of these products. In addition, both our Norwalk, Ohio and Kings Mountain, North Carolina facilities have large capacity, fully automated E-coat paint priming systems allowing us to provide our customers with a paint-ready cab product. Due to their high cost, full body E-coat systems, such as ours, are rarely found outside of the manufacturing operations of the major OEMs. The four major large press lines at our Shadyside, Ohio facility provide us with the in-house manufacturing flexibility for both aluminum and steel stampings delivered just in time to our cab assembly plants. This plant also provides us with low |
66
volume forming and processing techniques including laser trim operations that minimize investment and time to manufacture for low volume applications. | ||
| Electronic Wire Harnesses and Panel Assemblies. We utilize several manufacturing techniques to produce the majority of our electronic wire harnesses and panel assemblies. Our processes, both manual and automated, are designed to produce complex, low- to medium-volume wire harnesses and panel assemblies in short time frames. Our wire harnesses and panel assemblies are both electronically and hand tested. |
67
| Seats and Seating Systems. The principal raw materials used in our seat systems include steel, aluminum and foam chemicals, and are generally readily available and obtained from multiple suppliers under various supply agreements. Leather, fabric and certain components are also purchased from multiple suppliers under supply agreements. Typically, our supply agreements last for at least one year and can be terminated by us for breach or convenience. Some purchased components are obtained from our customers. | |
| Trim Systems and Components. The principal raw materials used in our interior systems processes are resin and chemical products, which are formed and assembled into end products. These raw materials are obtained from multiple suppliers, typically under supply agreements which last for at least one year and are terminable by us for breach or convenience. | |
| Mirrors, Wipers and Controls. The principal raw materials used to manufacture our mirrors, wipers and controls are steel, stainless steel, aluminum, glass and rubber, which are generally readily available and obtained from multiple suppliers. | |
| Cab Structures, Sleeper Boxes, Body Panels and Structural Components. The principal raw materials used in our cab structures, sleeper boxes, body panels and structural components are steel and aluminum, the majority of which we purchase in sheets and stamp at our Shadyside, Ohio facility. These raw materials are generally readily available and obtained from several suppliers, typically under purchase orders that are cancelable by us without cause, pursuant to one year supply agreements. | |
| Electronic Wire Harnesses and Panel Assemblies. The principal raw materials used to manufacture our electronic wire harnesses are wire, connectors, terminals, switches, relays and braid fabric. These raw materials are obtained from multiple suppliers and are generally readily available. Many of our customers specify particular wire and connectors and, as such, negotiate pricing of these materials directly with our customers. Our panel assembly materials are generally procured directly from the customer. |
68
| Seats and Seating Systems. We believe that we have the number one market position in North America with respect to our seating operations. We also believe that we have the number one market position in supplying seats and seating systems to commercial vehicles used in the construction industry on a worldwide basis. Our primary independent competitors in the North American commercial vehicle market include Sears Manufacturing Company, Accuride Corporation and Seats, Inc., and our primary competitors in the European commercial vehicle market include Grammar and Isringhausen. | |
| Trim Systems and Components. We believe that we have the number one market position in North America with respect to our interior trim products. We face competition from a number of different competitors with respect to each of our trim system products and components. Overall, our primary independent competitors are ConMet, Fabriform, TPI, Findlay, Superior and Mitras. | |
| Mirrors, Wipers and Controls. We believe that we hold the number two market position in North America with respect to our windshield wiper systems and mirrors. We face competition from a number of different competitors with respect to each of our principal products in this category. Our principal competitors for mirrors are Hadley, Lang-Mekra and Trucklite, and our principal competitors for windshield wiper systems are Johnson Electric, Trico and Valeo. | |
| Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We believe we have the number one market position in North America with respect to our cab structural components and the number two position in North America with respect to our cab structures, sleeper boxes and body panels. Our principal competitors with regard to structural components are Magna Inoxydable Inc., Ogihara Corporation, Q3 Stamped Metal, Inc. and Defiance Metal Products. Our principal competitors with regard to cab structures are the in-house operations of Freightliner, PACCAR, International and Volvo/ Mack. | |
| Electronic Wire Harnesses and Panel Assemblies. We believe that we are a leading producer of low- to medium-volume complex, electronic wire harnesses and related assemblies used in the global heavy equipment, commercial vehicle, heavy-truck and specialty and military vehicle markets. Our principal competitors for electronic wire harnesses include large diversified suppliers such as Delphi, Lear, Leoni and Stoneridge and smaller independent companies such as Fargo Assembly, Schofield Enterprises and Unlimited Services. |
69
Approximate | ||||||||||
Location | Products Produced | Square Footage | Ownership Interest | |||||||
Norwalk, Ohio(1)
|
Cab, Sleeper Box, Interior Trim Assembly and Ford GT Assembly | 303,000 sq. ft. | Owned | |||||||
Vonore, Tennessee (2 facilities)
|
Seats, Mirrors | 245,000 sq. ft. | Owned/Leased |
70
Approximate
Location
Products Produced
Square Footage
Ownership Interest
Stamping of Steel and Aluminum Structural and Exposed Stamped
Components
225,000 sq. ft.
Owned
Seats (office and commercial vehicle)
210,000 sq. ft.
Leased
Cab, Sleeper Box, Interior Trim Assembly
180,000 sq. ft.
Owned
Interior Trim, Seats
163,000 sq. ft.
Leased
RIM Process, Interior Trim, Seats
156,000 sq. ft.
Owned
Wipers, Switches
87,000 sq. ft.
Leased
Interior Trim, Seats
79,000 sq. ft.
Owned
Interior Trim, Seats
69,000 sq. ft.
Leased
Interior Trim
63,000 sq. ft.
Leased
Interior Trim, Dash Assembly
62,000 sq. ft.
Owned
Seats
50,000 sq. ft.
Leased
Warehouse Facility
40,000 sq. ft.
Leased
Warehouse Facility
34,000 sq. ft.
Leased
Corporate Headquarters
8,000 sq. ft.
Leased
Injection Molding
25,000 sq. ft.
Leased
R&D, Lab
8,000 sq. ft.
Leased
Seat Assembly
35,000 sq. ft.
Leased
Seat Assembly
50,000 sq. ft.
Leased
R&D, Lab
25,000 sq. ft.
Leased
Seat Assembly
12,000 sq. ft.
Leased
Administration
14,000 sq. ft.
Leased
Administration
2,550 sq. ft.
Leased
Wire Harness Assembly
116,000 sq. ft.
Leased
Warehouse Facility
11,700 sq. ft.
Leased
Wire Harness/ Panel Assembly
62,000 sq. ft.
Owned
Wire Harness/ Assembly
18,000 sq. ft.
Leased
Wire Harness/ Panel Assembly
38,000 sq. ft.
Leased
Wire Harness/ Panel Assembly
22,000 sq. ft.
Leased
Wire Harness Engineering Support
2,000 sq. ft.
Leased
Cab Assembly
60,000 sq. ft.
Leased
(1) | This facility or lease was acquired through the Mayflower acquisition as described herein. |
(2) | This facility or lease was acquired through the MWC acquisition as described herein. |
(3) | This facility is currently dormant. |
71
72
73
Name | Age | Principal Position(s) | ||||
Scott D. Rued
|
48 | Chairman and Director | ||||
Mervin Dunn
|
51 | President, Chief Executive Officer and Director | ||||
Donald P. Lorraine
|
52 | President CVG Europe and Asia | ||||
Gerald L. Armstrong
|
43 | President CVG Americas | ||||
Gordon Boyd
|
57 | President Mayflower Vehicle Systems | ||||
James F. Williams
|
58 | Vice President of Human Resources | ||||
Chad M. Utrup
|
32 | Vice President of Finance and Chief Financial Officer | ||||
S.A. Johnson
|
65 | Director | ||||
David R. Bovee
|
55 | Director | ||||
Eric J. Rosen
|
44 | Director | ||||
Richard A. Snell
|
63 | Director |
74
75
| our Class I directors are Scott D. Rued and David R. Bovee; | |
| our Class II directors are Mervin Dunn and S.A. Johnson; and | |
| our Class III directors are Eric J. Rosen and Richard A. Snell. |
76
77
78
79
80
81
82
83
84
Long Term
Compensation
Annual Compensation ($)
Stock Option
All Other
Name and Principal Position
Year
Salary
Bonus
Other(1)
Awards (Shares)
Compensation ($)(2)
2004
330,000
297,442
476,664
8,000
President and Chief
2003
314,995
167,872
4,725
Executive Officer
2004
250,984
164,925
(4)
102,133
President CVG, Europe
2003
217,261
90,926
and Asia
2004
230,000
81,532
142,973
6,479
President CVG, Americas
2003
170,000
31,400
5,100
2004
172,000
79,137
102,133
4,839
Vice President of Human
2003
165,007
84,270
2,475
Resources
2004
158,500
75,715
151,980
5,717
Vice President of Finance and
2003
151,008
74,060
2,265
Chief Financial Officer
(1)
Pursuant to applicable SEC regulations, perquisites and other
personal benefits are omitted because they did not exceed the
lesser of either $50,000 or 10% of total annual salary and bonus.
(2)
Consists of matching payments under one of our 401(k) plans.
(3)
Amounts paid to Mr. Lorraine for fiscal 2003 have been
translated into United States dollars at a rate of
$1.6532 = £1.00, the average exchange rate during
the year ended December 31, 2003. Amounts paid to
Mr. Lorraine for fiscal 2004 have been translated into
United States dollars at a rate of
$1.8325 = £1.00, the average exchange rate during
the year ended December 31, 2004.
(4)
Consists of $73,300 paid in cash and $91,625 contributed to
Mr. Lorraines pension plan.
Table of Contents
Individual Grants
Potential Realizable
Number of
% of Total
Value at Assumed
Shares of
Options
Fair
Annual Rates of Stock
Common Stock
Granted to
Market
Price Appreciation for
Underlying
Employees in
Exercise
Value on
Option Term ($)
Options
Fiscal Year
Price Per
Date of
Expiration
Granted(1)
2004
Share ($)
Grant ($)
Date
5%
10%
306,664
20.3
5.54
16.00
4/30/14
1,068,441
2,707,639
170,000
(1)
11.3
15.84
15.84
10/20/14
1,693,487
4,291,630
72,133
4.8
5.54
16.00
4/30/14
251,317
636,886
30,000
(1)
2.0
15.84
15.84
10/20/14
298,851
757,346
82,973
5.5
5.54
16.00
4/30/14
289,084
732,596
60,000
(1)
4.0
15.84
15.84
10/20/14
597,701
1,514,693
72,133
4.8
5.54
16.00
4/30/14
251,317
636,886
30,000
(1)
2.0
15.84
15.84
10/20/14
298,851
757,346
91,980
6.1
5.54
16.00
4/30/14
320,465
812,122
60,000
(1)
4.0
15.84
15.84
10/20/14
597,701
1,514,693
(1)
Options vest in three equal annual installments commencing on
the first anniversary of their grant date, October 20, 2004.
Number of Shares Underlying
Value of Unexercised
Unexercised Options at
In-The-Money Options at
Shares
December 31, 2004
December 31, 2004 ($)
Acquired on
Value
Exercise
Realized
Exercisable
Unexercisable
Exercisable
Unexercisable
306,664
170,000
4,995,557
1,018,300
72,133
30,000
1,175,047
179,700
82,973
60,000
1,351,630
359,400
72,133
30,000
1,175,047
179,700
91,980
60,000
1,498,354
359,400
Table of Contents
Table of Contents
Years of Service at Retirement
Compensation
15
20
25
30
35
31,250
41,667
52,083
62,500
72,917
37,500
50,000
62,500
75,000
87,500
43,750
58,333
72,917
87,500
102,083
50,000
66,667
83,333
100,000
116,667
56,250
75,000
93,750
112,500
131,250
62,500
83,333
104,167
125,000
145,833
75,000
100,000
125,000
150,000
175,000
100,000
133,333
166,667
200,000
233,333
112,500
150,000
187,500
225,000
262,500
125,000
166,667
208,333
250,000
291,667
Equity Incentive Plan
Table of Contents
Table of Contents
Table of Contents
Management Stock Option Plan
Other Outstanding Options
401(k) Plans
Table of Contents
Name | No. of Shares | |||
Onex and affiliates
|
2,449,329 | |||
J2R Partners II
|
217,131 | |||
Mervin Dunn
|
3,302 | |||
Chad M. Utrup
|
1,851 | |||
James F. Williams
|
1,321 | |||
Daniel F. Moorse
|
2,121 | |||
Scott D. Rued
|
8,100 | |||
Judith A. Vijums
|
2,700 |
85
Name
No. of Shares
13,647
45,491
2,843
2,843
17,062
1,949,550
1,097,519
722,074
951,302
86
87
Stockholder | Amount | ||||
Onex affiliates
|
$ | 20,115,772 | |||
Hidden Creek
|
1,857,728 | ||||
J2R Partners affiliates
|
499,555 | ||||
Baird Capital Partners III L.P. and its affiliates
|
456,445 | ||||
Norwest Equity Partners VII L.P.
|
766,826 | ||||
Total
|
$ | 23,696,326 | |||
88
| each person or entity known by us to beneficially own five percent or more of a class of our voting common stock; | |
| each director and named executive officer; and | |
| all of our directors and executive officers as a group. |
Shares Beneficially Owned | Shares Beneficially Owned | |||||||||||||||
Prior to the Offering | After the Offering | |||||||||||||||
5% Stockholders | Number | Percentage | Number | Percentage | ||||||||||||
Onex American Holdings II LLC and affiliated investors(1)
|
4,801,576 | 26.7 | % | | | |||||||||||
Lord, Abbett & Co. LLC(2)
|
1,519,803 | 8.4 | 1,519,803 | 7.7 | % | |||||||||||
Baird Capital Partners III L.P. and affiliated investors(3)
|
1,174,465 | 6.5 | | | ||||||||||||
Cramer Rosenthal McGlynn, LLC(4)
|
1,139,250 | 6.3 | 1,139,250 | 5.8 | ||||||||||||
Alliance Entities(5)
|
1,052,908 | 5.9 | 1,052,908 | 5.3 | ||||||||||||
Pequot Capital Management, Inc.(6)
|
1,000,000 | 5.6 | 1,000,000 | 5.1 | ||||||||||||
Wachovia Corporation(7)
|
997,447 | 5.5 | 997,447 | 5.0 | ||||||||||||
Named Executive Officers and Directors |
||||||||||||||||
Mervin Dunn(8)
|
309,966 | 1.7 | 216,976 | 1.1 | ||||||||||||
Donald P. Lorraine(9)
|
72,133 | * | 50,493 | * | ||||||||||||
Gerald L. Armstrong(10)
|
82,973 | * | 58,081 | * | ||||||||||||
James F. Williams(11)
|
73,454 | * | 51,418 | * | ||||||||||||
Chad M. Utrup(12)
|
93,831 | * | 65,682 | * | ||||||||||||
David R. Bovee
|
| | | | ||||||||||||
S.A. Johnson
|
128,392 | * | 78,392 | * | ||||||||||||
Scott D. Rued
|
86,479 | * | 86,479 | * | ||||||||||||
Eric J. Rosen(13)
|
1,298,581 | 7.2 | | | ||||||||||||
Richard A. Snell
|
| | | | ||||||||||||
All directors and executive officers as a group (11 persons)
|
2,145,809 | 11.5 | 607,521 | 3.1 |
* | Denotes less than one percent. |
(1) | Includes 2,679,514 shares held of record by Onex American Holdings II LLC (Onex AH), 117,143 shares held of record by Bostrom Executive Investco LLC, 82,155 shares held of record by CVS Executive Investco LLC, 1,252,166 shares held of record by Onex DHC LLC, 319,633 shares held of record by Onex Advisor III LLC, 54,849 shares held of record by Hidden Creek and an aggregate of 296,116 shares held of record by certain employees and related parties of Onex Corporation or one of its subsidiaries (collectively, the Onex Stockholders). Onex AH has voting and dispositive power with respect to all of the shares held by the other Onex Stockholders. Onex AH is an indirect wholly owned subsidiary of Onex Corporation. Mr. Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting Shares of Onex Corporation, which |
89
are entitled to elect 60% of the members of its board of directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex Corporation and is thus an indirect beneficial owner of the shares reported. The address for Onex Corporation and Mr. Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario M5J 2S1 and the address for Onex AH and the other Onex Stockholders is c/o Onex Investment Corp., 712 Fifth Avenue, New York, New York 10019. | ||
(2) | Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 2, 2005. The address for Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, New Jersey 07302. | |
(3) | Includes 701,153 shares held by Baird Capital Partners III L.P.; 146,247 shares held by Baird Capital Partners II L.P.; 140,241 shares held by BCP III Affiliates Fund L.P.; 100,043 shares held by BCP III Special Affiliates L.P.; and 86,781 shares held by BCP II Affiliates Fund L.P. Each of these investment funds are controlled, either directly or indirectly, by Robert W. Baird & Co. Incorporated, which is the ultimate beneficial owner of such shares held by these investment funds. The address for Robert W. Baird & Co. Incorporated and each of these investment funds is 777 E. Wisconsin Ave., Milwaukee, Wisconsin 53202. | |
(4) | Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on January 22, 2005. The address for Cramer Rosenthal McGlynn, LLC is 520 Madison Avenue, New York, New York 10022. | |
(5) | Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2005. The Alliance Entities are comprised of AXA Financial, Inc., which is owned by AXA, which in turn is under the group control of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle. The address for AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurances Mutuelle is 26, rue Drouot, 75009 Paris, France. The address for AXA is 25, avenue Matignon, 75008 Paris, France. The address for AXA Financial, Inc. is 1290 Avenue of the Americas, New York, New York 10104. | |
(6) | Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2005. The address for Pequot Capital Management, Inc. is 500 Nyala Farm Road, Westport, Connecticut 06880. | |
(7) | Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 3, 2005. The address for Wachovia Corporation is One Wachovia Center, Charlotte, North Carolina 28288. | |
(8) | Includes 306,664 shares issuable upon exercise of currently exercisable options. Mr. Dunn intends to exercise options to purchase 89,688 shares in connection with this offering, and, as a result, will have 216,976 currently exercisable options upon completion of this offering. | |
(9) | Includes 72,133 shares issuable upon exercise of currently exercisable options. Mr. Lorraine intends to exercise options to purchase 21,640 shares in connection with this offering, and, as a result, will have 50,493 currently exercisable options upon completion of this offering. |
(10) | Includes 82,973 shares issuable upon exercise of currently exercisable options. Mr. Armstrong intends to exercise options to purchase 24,892 shares in connection with this offering, and, as a result, will have 58,081 currently exercisable options upon completion of this offering. |
(11) | Includes 72,133 shares issuable upon exercise of currently exercisable options. Mr. Williams intends to exercise options to purchase 20,715 shares in connection with this offering, and, as a result, will have 51,418 currently exercisable options upon completion of this offering. |
(12) | Includes 91,980 shares issuable upon exercise of currently exercisable options. Mr. Utrup intends to exercise options to purchase 26,298 shares in connection with this offering, and, as a result, will have 65,682 currently exercisable options upon completion of this offering. |
(13) | Includes 19,133 shares held by CVS Partners, LP, 27,282 shares held by Bostrom Partners LP and 1,252,166 shares held by Onex DHC LLC. Mr. Rosen is a limited partner of CVS Partners, LP and Bostrom Partners LP and a member of Onex DHC LLC and may be deemed to beneficially own the shares held of record by these entities. Mr. Rosen disclaims beneficial ownership of any securities in which he does not have a pecuniary interest. The address for Mr. Rosen is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022. |
90
Shares Beneficially | ||||||||||||||||||||
Shares Beneficially Owned | Owned After the | |||||||||||||||||||
Prior to the Offering | Offering | |||||||||||||||||||
Shares Being Sold | ||||||||||||||||||||
Name of Beneficial Owner | Number | Percentage | in the Offering | Number | Percentage | |||||||||||||||
Onex Stockholders:
|
||||||||||||||||||||
Onex American Holdings II LLC
|
2,679,514 | 14.9 | % | 2,679,514 | | | ||||||||||||||
Bostrom Executive Investco LLC
|
117,143 | * | 117,143 | | | |||||||||||||||
CVS Executive Investco LLC
|
82,155 | * | 82,155 | | | |||||||||||||||
Onex DHC LLC
|
1,252,166 | 7.0 | 1,252,166 | | | |||||||||||||||
Trim Systems Executive Investco LLC
|
48,642 | * | 48,642 | | | |||||||||||||||
Trim Systems Executive Investco II LLC
|
41,479 | * | 41,479 | | | |||||||||||||||
Bostrom Partners LP
|
27,282 | * | 27,282 | | | |||||||||||||||
1170821 Ontario Inc.
|
19,454 | * | 19,454 | | | |||||||||||||||
1170809 Ontario Inc.
|
16,340 | * | 16,340 | | | |||||||||||||||
1170812 Ontario Inc.
|
27,917 | * | 27,917 | | | |||||||||||||||
Kyzalea Company
|
8,939 | * | 8,939 | | | |||||||||||||||
1170819 Ontario Inc.
|
6,487 | * | 6,487 | | | |||||||||||||||
1170698 Ontario Inc.
|
5,606 | * | 5,606 | | | |||||||||||||||
1301449 Ontario Inc.
|
2,561 | * | 2,561 | | | |||||||||||||||
1352536 Ontario Inc.
|
1,437 | * | 1,437 | | | |||||||||||||||
1376653 Ontario Inc.
|
611 | * | 611 | | | |||||||||||||||
1352537 Ontario Inc.
|
182 | * | 182 | | | |||||||||||||||
Tim Duncanson
|
545 | * | 545 | | | |||||||||||||||
3-G Investments Limited
|
16,357 | * | 16,357 | | | |||||||||||||||
Serge Gouin
|
10,905 | * | 10,905 | | | |||||||||||||||
Brian King
|
1,636 | * | 1,636 | | | |||||||||||||||
J.W.E. Mingo
|
1,091 | * | 1,091 | | | |||||||||||||||
Robert Prichard
|
5,453 | * | 5,453 | | | |||||||||||||||
1299039 Ontario Inc.
|
1,091 | * | 1,091 | | | |||||||||||||||
2668921 Manitoba Ltd.
|
3,272 | * | 3,272 | | | |||||||||||||||
Onex Advisor III LLC
|
319,633 | 1.8 | 319,633 | | | |||||||||||||||
CVS Partners, LP
|
19,133 | * | 19,133 | | | |||||||||||||||
3062601 Nova Scotia Company
|
24,866 | * | 24,866 | | | |||||||||||||||
Hidden Creek Industries
|
54,849 | * | 54,849 | | | |||||||||||||||
AMON Canadian Investments Ltd.
|
2,484 | * | 2,484 | | | |||||||||||||||
MHON Canadian Investments Ltd.
|
2,346 | * | 2,346 | | | |||||||||||||||
Other Selling Stockholders:
|
| | ||||||||||||||||||
Baird Capital Partners III L.P.
|
701,153 | 3.9 | 701,153 | | | |||||||||||||||
Baird Capital Partners II L.P.
|
146,247 | * | 146,247 | | | |||||||||||||||
BCP III Affiliates Fund L.P.
|
140,241 | * | 140,241 | | |
91
Shares Beneficially
Shares Beneficially Owned
Owned After the
Prior to the Offering
Offering
Shares Being Sold
Name of Beneficial Owner
Number
Percentage
in the Offering
Number
Percentage
100,043
*
100,043
86,781
*
86,781
128,392
*
50,000
78,392
*
1,565
*
1,565
1,069
*
1,069
5,653
*
4,000
1,653
*
3,860
*
3,860
49,335
(1)
*
9,242
40,093
*
10,808
*
10,808
93,831
(2)
*
28,149
65,682
*
309,966
(3)
1.7
92,990
216,976
1.1
73,454
(4)
*
22,036
51,418
*
41,953
*
41,953
75,037
(5)
*
75,037
82,973
(6)
*
24,892
58,081
*
72,133
(7)
*
21,640
50,493
*
9,007
(8)
*
3,000
6,007
*
7,213
(9)
*
2,164
5,049
*
* | Denotes less than one percent. |
92
93
94
| prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |
| upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or | |
| on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2 / 3 % of the outstanding voting stock not owned by the interested stockholder. |
| any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and | |
| the affiliates and associates of any such person. |
95
| 1.0% of the number of shares of common stock then outstanding; and | |
| the average weekly trading volume of our common stock during the four calendar weeks before a notice of the sale on Form 144 is filed with the Securities and Exchange Commission. |
96
97
98
| the gain is considered effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, is attributable to a United States permanent establishment of yours (and, in which case, if you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% or a lower rate as may be specified by an applicable income tax treaty; | |
| you are an individual who holds the common stock as a capital asset and are present in the United States for 183 or more days in the taxable year of the sale or other disposition and other conditions are met; or | |
| we are or become a United States Real Property Holding Corporation (USRPHC). We believe that we are not currently, and are not likely not to become, a USRPHC. If we were to become a USRPHC, then gain on the sale or other disposition of common stock by you generally would not be subject to United States federal income tax provided: |
| the common stock was regularly traded on an established securities market; and | |
| you do not actually or constructively own more than 5% of the common stock during the shorter of (i) the five-year period preceding the disposition or (ii) your holding period. |
99
100
Number of | |||||
Underwriter | Shares | ||||
Credit Suisse First Boston LLC
|
|||||
Robert W. Baird & Co. Incorporated
|
|||||
J.P. Morgan Securities Inc.
|
|||||
Lehman Brothers Inc.
|
|||||
Total
|
|||||
Per Share | Total | |||||||||||||||
Without | With | Without | With | |||||||||||||
Over-allotment | Over-allotment | Over-allotment | Over-allotment | |||||||||||||
Underwriting discounts and commissions paid by us
|
$ | $ | $ | $ | ||||||||||||
Expenses payable by us
|
$ | $ | $ | $ | ||||||||||||
Underwriting discounts and commissions paid by selling
stockholders
|
$ | $ | $ | $ |
101
| Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. | |
| Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may |
102
close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market. | ||
| Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. | |
| Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. | |
| In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made. |
103
104
Commercial Vehicle Group, Inc. Consolidated Financial
Statements
|
||||
Unaudited Condensed Financial Statements for the three months
ended March 31, 2004 and 2005:
|
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
Audited Consolidated Financial Statements for the years ended
December 31, 2002, 2003 and 2004:
|
||||
F-14 | ||||
F-15 | ||||
F-16 | ||||
F-17 | ||||
F-18 | ||||
F-19 | ||||
F-37 | ||||
Mayflower Vehicle Systems Consolidated Financial
Statements
|
||||
Audited Consolidated Financial Statements for the years ended
December 31, 2002, 2003 and 2004
|
||||
F-39 | ||||
F-40 | ||||
F-41 | ||||
F-42 | ||||
F-43 | ||||
F-44 | ||||
F-45 |
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
F-33
F-34
F-35
F-36
F-37
Table of Contents
Three Months Ended
March 31,
2005
2004
(Amounts in
thousands, except per
share amounts
unaudited)
$
152,415
$
85,990
126,163
70,503
26,252
15,487
9,549
7,497
24
36
16,679
7,954
(2,881
)
(3,270
)
2,168
2,268
17,392
8,956
6,506
3,407
$
10,886
$
5,549
$
0.61
$
0.40
$
0.59
$
0.40
Table of Contents
Three Months Ended
March 31,
2005
2004
(Amounts in thousands)
(unaudited)
$
10,886
$
5,549
2,762
2,060
173
138
1,120
1,307
22
42
(2,872
)
(3,270
)
189
(2,033
)
20
10,058
6,035
(2,883
)
(840
)
(106,358
)
(109,241
)
(840
)
27,551
20,509
(26,165
)
(20,925
)
102,458
(3,877
)
(7,247
)
(2
)
(4
)
99,965
(7,667
)
(651
)
80
131
(2,392
)
1,396
3,486
$
1,527
$
1,094
$
2,074
$
1,694
$
1,513
$
(62
)
Table of Contents
Table of Contents
$
107,500
(4,920
)
3,742
(47,184
)
$
59,138
Table of Contents
Three Months Ended
March 31,
2005
2004
(unaudited)
$
176,401
$
128,758
$
11,403
$
6,945
$
0.63
$
0.50
$
0.62
$
0.50
March 31,
December 31,
2005
2004
$
33,976
$
27,645
10,330
2,111
7,823
7,180
$
52,129
$
36,936
Table of Contents
Three Months Ended
March 31,
2005
2004
$
10,886
$
5,549
17,987
13,779
309
106
18,297
13,885
$
0.61
$
0.40
$
0.59
$
0.40
Table of Contents
March 31,
December 31,
2005
2004
$
5,851
$
4,566
141,132
42,857
6,502
6,502
153,485
53,925
16,251
4,884
$
137,234
$
49,041
Table of Contents
$
4,171
(2,898
)
$
1,273
2005
2004
$
10,886
$
5,549
(1,057
)
272
(505
)
$
9,324
$
5,821
$
2,408
3,194
654
(458
)
(7
)
$
5,791
Table of Contents
March 31, 2005
Local
U.S. $
Currency
U.S. $
Equivalent
Amount
Equivalent
Fair Value
$
$
$
48,280
64,442
64,344
16,250
2,362
2,319
4,150,000
44,639
41,410
4,500
3,435
3,458
Table of Contents
U.S. Pension Plans
U.K. Pension Plans
Three Months
Three Months
Ended
Ended
March 31,
March 31,
2005
2004
2005
2004
$
222
$
352
$
271
$
302
234
394
510
449
(229
)
(397
)
(529
)
(449
)
84
96
63
$
227
$
433
$
348
$
365
The Company made payments of $0.4 million to Hidden Creek
Industries, a private industrial management company that is a
partnership controlled by Onex, for financing and
acquisition-related services for the three months ended
March 31, 2004. These services are included in selling,
general and administrative expenses in the consolidated
statements of operations. As of March 31, 2005, Onex
controlled 26% of the outstanding voting shares of the Company.
In January 2005, the Company entered into an advisory agreement
with Hidden Creek Partners LLC. Hidden Creek Partners is a newly
formed advisory firm that is controlled by former principals of
Hidden Creek Industries but is otherwise not affiliated with
Onex or the Company. This advisory agreement replaces the
management agreement with Hidden Creek Industries. The services
to be provided pursuant to the advisory agreement include
assistance with financing activities, strategic initiatives and
acquisitions. The Company did not make any payments to Hidden
Creek Partners during the three months ended March 31, 2005.
In May 2004, the Company entered in a Product Sourcing
Assistance Agreement with Baird Asia Limited. Pursuant to the
agreement, Baird Asia Limited will assist us in procuring
materials and parts from Asia. For the three months ended
March 31, 2005, the Company made payment of approximately
$676,000 to Baird Asia Limited under this agreement. Of this
amount, approximately $60,000 was retained by Baird Asia Limited
as its commission under the Product Sourcing Assistance
Agreement.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2002
2003
2004
(In thousands)
$
298,678
$
287,579
$
380,445
249,181
237,884
309,696
49,497
49,695
70,749
23,952
24,281
28,985
10,125
122
185
107
25,423
25,229
31,532
1,098
3,230
(1,247
)
12,940
9,796
7,244
2,972
1,605
11,385
9,231
23,930
5,235
5,267
6,481
6,150
3,964
17,449
(51,630
)
$
(45,480
)
$
3,964
$
17,449
$
0.45
$
0.29
$
1.13
(3.74
)
$
(3.29
)
$
0.29
$
1.13
$
0.44
$
0.29
$
1.12
(3.70
)
$
(3.26
)
$
0.29
$
1.12
Table of Contents
Accumulated
Retained
Other
Common Stock
Stock
Additional
Earnings
Comprehensive
Subscription
Paid-In
(Accumulated
Income
Shares
Amount
Receivable
Capital
Deficit)
(Loss)
Total
(In thousands, except share data)
13,843,286
$
138
$
(691
)
$
77,010
$
(1,512
)
$
(2,032
)
$
72,913
(64,687
)
261
(207
)
54
(45,480
)
1,272
584
(2,318
)
(45,942
)
13,778,599
138
(430
)
76,803
(46,992
)
(2,494
)
27,025
3,964
2,819
529
469
7,781
13,778,599
138
(430
)
76,803
(43,028
)
1,323
34,806
17,449
4,259,772
42
46,857
46,899
(50,874
)
255
255
10,125
10,125
2,056
(544
)
18,961
17,987,497
$
180
$
(175
)
$
123,660
$
(15,454
)
$
2,835
$
111,046
Table of Contents
2002
2003
2004
(In thousands)
$
(45,480
)
$
3,964
$
17,449
8,682
8,106
7,567
647
498
522
10,125
2,151
1,031
4,267
1,299
1,340
1,098
3,230
(1,291
)
51,630
525
756
481
205
(9,215
)
(4,744
)
(144
)
1,205
(6,243
)
1,417
185
(2,360
)
(2,993
)
(5,278
)
11,383
(1,682
)
3,541
(1,083
)
18,172
10,442
34,177
(4,937
)
(5,967
)
(8,907
)
(4,937
)
(5,967
)
(8,907
)
54
47,105
(84,093
)
(75,308
)
(80,575
)
80,665
79,335
58,092
469
66,061
(14,347
)
(6,768
)
(116,031
)
2,500
(3,112
)
(73
)
(20
)
(15
)
48
(14,825
)
(2,761
)
(28,427
)
82
135
1,067
(1,508
)
1,849
(2,090
)
3,145
1,637
3,486
$
1,637
$
3,486
$
1,396
$
11,121
$
8,533
$
7,564
$
119
$
157
$
2,767
Table of Contents
1.
Organization and Background
2.
Significant Accounting Policies
Table of Contents
2003
2004
$
21,664
$
27,645
1,781
2,111
6,222
7,180
$
29,667
$
36,936
15 to 40 years
3 to 20 years
5 years
3 years
Table of Contents
North
All Other
America
Countries
Total
$
60,294
$
20,330
$
80,624
2,248
2,248
60,294
22,578
82,872
1,843
1,843
$
60,294
$
24,421
$
84,715
2003
2004
$
3,609
$
4,662
932
423
815
620
538
473
75
2,100
2,699
$
8,549
$
8,397
Table of Contents
2003
2004
$
2,600
$
1,999
863
1,813
(1,420
)
(1,433
)
(44
)
29
$
1,999
$
2,408
2003
2004
$
3,172
$
5,228
(1,849
)
(2,393
)
$
1,323
$
2,835
Table of Contents
December 31, 2004
Local Currency
U.S. $ Equivalent
Amount
U.S. $ Equivalent
Fair Value
(192
)
$
(192
)
$
(192
)
54,910
74,543
76,617
21,250
3,141
3,232
3,875,000
42,708
40,087
4,250
3,316
3,295
Table of Contents
3.
Accrued Liabilities
2003
2004
$
7,121
$
8,041
1,999
2,408
721
340
1,341
202
521
2,215
475
278
254
412
1,010
486
2,914
4,042
$
16,356
$
18,424
Table of Contents
4.
Stockholders Investment
2002
2003
2004
$
(45,480
)
$
3,964
$
17,449
13,827
13,779
15,429
104
104
194
13,931
13,883
15,623
$
(3.29
)
$
0.29
$
1.13
$
(3.26
)
$
0.29
$
1.12
Table of Contents
5.
Restructuring and Integration
Facility Exit
Employee
and Other
Costs
Contractual Costs
Total
$
98
$
1,177
$
1,275
(98
)
(390
)
(488
)
787
787
(509
)
(509
)
$
$
278
$
278
Table of Contents
Facility Exit
Employee
and Other
Costs
Contractual Costs
Total
$
10
$
680
$
690
(10
)
(60
)
(70
)
620
620
(197
)
(197
)
$
$
423
$
423
6.
Debt
2003
2004
$
26,530
$
4,566
80,195
42,857
3,193
6,517
6,502
116,435
53,925
15,231
4,884
$
101,204
$
49,041
Year Ending December 31
$
4,884
12,226
7,094
8,504
14,081
7,136
Table of Contents
7.
Subordinated Debt
8.
Income Taxes
2002
2003
2004
$
7,795
$
3,966
$
17,996
3,590
5,265
5,934
$
11,385
$
9,231
$
23,930
Table of Contents
2002
2003
2004
$
3,871
$
3,139
$
8,136
1,411
779
403
563
(20
)
899
304
1,087
62
(150
)
307
(3,808
)
$
5,235
$
5,267
$
6,481
2002
2003
2004
$
968
$
3,968
$
5,141
4,267
1,299
1,340
$
5,235
$
5,267
$
6,481
2003
2004
$
435
$
457
1,716
1,731
1,152
677
277
439
3,442
2,415
1,455
$
5,995
$
8,201
$
1,306
$
(1,837
)
1,655
1,906
4,834
3,730
4,095
(3,808
)
700
1,694
229
408
$
9,011
$
5,901
Table of Contents
9.
Segment Reporting
Years Ended December 31,
2002
2002
2002
Long-lived
Long-lived
Long-lived
Revenues
Assets
Revenues
Assets
Revenues
Assets
$
229,706
$
31,977
$
201,132
$
28,787
$
272,460
$
26,918
68,972
3,047
86,447
4,705
107,985
6,047
$
298,678
$
35,024
$
287,579
$
33,492
$
380,445
$
32,965
Table of Contents
Years Ended December 31,
2002
2003
2004
$
136,632
$
148,916
$
202,469
96,000
76,864
106,172
66,046
61,799
71,804
$
298,678
$
287,579
$
380,445
10.
Major Customers
Years Ended
December 31,
2002
2003
2004
26
%
26
%
28
%
22
18
17
8
8
9
7
4
6
4
6
5
11.
Commitments and Contingencies
Table of Contents
Year Ending December 31
$
5,082
3,910
3,230
2,939
1,785
534
12.
Defined Benefit Plan and Postretirement Benefits
Table of Contents
2003
2004
Post-
Post-
Pension Plan
Retirement
Pension Plan
Retirement
in Which
Benefits
in Which
Benefits
Accumulated
Other
Accumulated
Other
Benefits
Than
Benefits
Than
Exceed Assets
Pensions
Exceed Assets
Pensions
$
24,348
$
847
$
29,897
$
834
1,134
1,213
1,640
48
1,879
39
463
514
456
(14
)
2,628
(128
)
(1,015
)
(47
)
(996
)
(58
)
2,871
2,441
29,897
834
37,576
687
17,147
22,841
3,172
2,973
1,177
1,200
58
463
514
(1,015
)
(996
)
(58
)
1,897
1,865
22,841
28,397
0
(7,056
)
(834
)
(9,179
)
(687
)
6,617
214
8,407
86
(3,170
)
(3,890
)
$
(3,609
)
$
(620
)
$
(4,662
)
$
(601
)
Table of Contents
2003
2004
Post-
Post-
retirement
retirement
Benefits
Benefits
Pension
Other Than
Pension
Other Than
Benefits
Pensions
Benefits
Pensions
5.75
%
6.00
%
5.50
%
5.75
%
7.50
N/A
7.50
N/A
3.00
N/A
3.20
N/A
Postretirement
Benefits
Pension Benefits
Other Than Pensions
2002
2003
2004
2002
2003
2004
$
1,048
$
1,134
$
1,213
$
$
$
1,465
1,640
1,879
46
48
39
(1,548
)
(1,451
)
(1,879
)
115
385
285
$
1,080
$
1,708
1,498
$
46
$
48
$
39
Pension Benefits
2003
2004
51
%
52
%
26
25
23
23
Table of Contents
Year
Pension
Post-Retirement
$
570
$
64
691
67
770
69
840
70
974
70
7,125
283
13.
Related Party Transactions
The Company made payments of $1.0 million,
$1.6 million and $1.1 million to Hidden Creek
Industries, an affiliate of the Company, for financing and
acquisition-related services in 2002, 2003 and 2004,
respectively. These services are included in selling, general
and administrative expenses in the consolidated statements of
operations.
During the year ended December 31, 2002, the Company
recognized revenues of approximately $1.8 million for the
sale of design services to ASC, an affiliate of the Company.
In 2001, Onex acquired a one-third interest in the
Companys $66.0 million senior credit facility. Total
interest expense related to the portion of this senior credit
facility owned by Onex was approximately $1.0 million,
$0.9 million and $0.5 million for the years ended
December 31, 2002, 2003 and 2004, respectively. This debt
plus accrued interest was repaid on August 10, 2004 in
conjunction with the Companys initial public offering and
the Companys new $105 million senior credit facility.
Table of Contents
Basic
Diluted
Net
Earnings
Earnings
Gross
Operating
Income
(Loss)
(Loss) Per
Revenues
Profit
Income
(Loss)
Per Share
Share(a)
$
66,383
$
10,155
$
4,149
$
(1,699
)
$
(0.12
)
$
(0.12
)
71,408
12,151
6,302
1,521
0.11
0.11
71,707
13,081
7,277
2,734
0.20
0.20
78,081
14,307
7,500
1,407
0.10
0.10
$
85,990
$
15,487
$
7,954
$
5,549
$
0.40
$
0.40
94,491
16,855
(164
)
(877
)
(0.06
)
(0.06
)(b)
98,713
18,229
11,289
6,846
0.42
0.42
101,252
20,178
12,453
5,931
0.33
0.32
(b)
Includes $10,125 noncash compensation charge related to
modification of vesting of options issued in May 2004.
15.
Subsequent Events
Table of Contents
Table of Contents
2002
2003
2004
$
4,103
$
2,309
$
2,530
(497
)
1,529
2,448
(1,454
)
(1,424
)
(2,390
)
157
116
93
$
2,309
$
2,530
$
2,681
2002 | 2003 | 2004 | ||||||||||
Balance Beginning of the year
|
$ | 1,868 | $ | 690 | $ | 620 | ||||||
Provisions
|
| | ||||||||||
Utilizations
|
(1,178 | ) | (70 | ) | (197 | ) | ||||||
Balance End of the year
|
$ | 690 | $ | 620 | $ | 423 | ||||||
2002 | 2003 | 2004 | ||||||||||
Balance Beginning of the year
|
$ | 2,197 | $ | 1,275 | $ | 787 | ||||||
Provisions
|
| | | |||||||||
Utilizations
|
(922 | ) | (488 | ) | (509 | ) | ||||||
Balance End of the year
|
$ | 1,275 | $ | 787 | $ | 278 | ||||||
F-38
F-39
F-40
F-41
F-42
F-43
F-44
F-45
F-46
F-47
F-48
F-49
F-50
F-51
F-52
F-53
F-54
F-55
Table of Contents
2004
2003
2002
(In thousands)
$
206,457
$
136,133
$
102,433
181,209
127,735
101,756
25,248
8,398
677
3,659
3,034
3,782
21,589
5,364
(3,105
)
170
100
149
(765
)
1,715
171
(3,776
)
(2,784
)
20,994
3,403
(5,569
)
7,865
1,338
(1,921
)
$
13,129
$
2,065
$
(3,648
)
Table of Contents
Divisional
Accumulated Other
Equity
Comprehensive Loss
Total
(In thousands)
$
65,356
$
(393
)
$
64,963
(3,648
)
(2,332
)
(5,980
)
(11,106
)
(11,106
)
50,602
(2,725
)
47,877
2,065
307
2,372
(12,723
)
(12,723
)
39,944
(2,418
)
37,526
13,129
(374
)
12,755
(3,097
)
(3,097
)
$
49,976
$
(2,792
)
$
47,184
Table of Contents
2004
2003
2002
(In thousands)
$
13,129
$
2,065
$
(3,648
)
4,927
5,171
5,017
21
135
(638
)
(843
)
(124
)
(3,265
)
(16
)
52
11
(10,908
)
(5,965
)
254
(2,800
)
2,398
(52
)
2,402
8,817
(298
)
7,229
4,125
720
(9
)
(1,953
)
2,053
13,132
14,721
154
(2,634
)
(1,748
)
(1,452
)
90
705
1,624
(2,544
)
(1,043
)
172
(3,097
)
(12,723
)
(11,106
)
3,784
4,215
(3,097
)
(8,939
)
(6,891
)
7,491
4,739
(6,565
)
5,184
445
7,010
$
12,675
$
5,184
$
445
$
146
$
112
$
62
Table of Contents
1.
Organization and Background
2.
Significant Accounting Policies
Table of Contents
2004
2003
$
4,709
$
2,597
5,183
4,650
340
528
(500
)
(843
)
$
9,732
$
6,932
12 to 40 years
3 to 20 years
3 to 5 years
3 to 8 years
Table of Contents
2004
2003
$
3,917
$
2,916
1,594
1,986
(742
)
(985
)
$
4,769
$
3,917
Table of Contents
Table of Contents
3.
Accrued Liabilities
2004
2003
$
1,143
$
868
761
889
1,020
939
4,769
3,917
10,031
1,459
3,776
5,624
4,272
$
23,348
$
16,120
4.
Related Party Transactions
5.
Income Taxes
2004
2003
2002
$
7,348
$
1,157
$
(1,893
)
501
167
(43
)
16
14
15
$
7,865
$
1,338
$
(1,921
)
2004
2003
2002
$
8,482
$
1,640
$
(10
)
(617
)
(302
)
(1,911
)
$
7,865
$
1,338
$
(1,921
)
Table of Contents
2004
2003
$
228
$
68
187
169
1,548
1,289
5,008
4,154
$
6,971
$
5,680
$
(4,594
)
$
(3,782
)
2,815
2,451
$
(1,779
)
$
(1,331
)
6.
Major Customers
2004
2003
2002
42.4
%
30.6
%
5.5
%
15.2
18.1
23.6
24.6
27.6
40.9
7.4
12.1
7.
Commitments and Contingencies
Table of Contents
Year Ending December 31
$
614
325
175
172
114
8.
Defined Benefit Plan and Postretirement Benefits
2004
2003
$
426
$
530
437
421
(7,769
)
(6,666
)
$
(3,968
)
$
(4,119
)
Table of Contents
Pension Plans
2004
2003
$
26,500
$
25,515
1,407
1,348
1,577
1,465
352
(728
)
(874
)
(827
)
1,131
(1,001
)
$
29,365
$
26,500
$
17,572
$
13,322
1,355
2,167
927
2,962
(874
)
(827
)
(80
)
(52
)
$
18,900
$
17,572
$
29,365
$
26,500
18,900
17,572
$
(10,465
)
$
(8,928
)
429
487
6,990
6,201
$
(3,046
)
$
(2,240
)
559
345
(437
)
(421
)
(4,419
)
(3,820
)
$
(7,343
)
$
(6,136
)
Table of Contents
2004
2003
2002
$
1,407
$
1,348
$
1,242
1,577
1,465
1,543
(1,587
)
(1,320
)
(1,128
)
77
52
53
258
252
120
$
1,732
$
1,797
$
1,830
Year
$
935
1,000
1,081
1,165
1,282
9,333
2004
2003
6.0
%
6.5
%
9.0
%
9.0
%
3.5
%
3.5
%
2004
2003
40
%
45
%
60
%
55
%
100
%
100
%
Table of Contents
Retiree Medical
2004
2003
$
5,383
$
6,756
59
(2,080
)
227
332
567
612
(660
)
(237
)
(1,042
)
$
4,534
$
5,383
$
4,534
$
5,383
88
(136
)
(654
)
(122
)
3,968
5,125
(1,006
)
$
3,968
$
4,119
$
5,126
$
4,770
544
592
(660
)
(237
)
(1,042
)
$
3,968
$
5,125
5.7
%
6.0
%
Table of Contents
2004
2003
2002
$
287
$
330
$
391
281
282
386
(24
)
(20
)
66
$
544
$
592
$
843
Table of Contents
Table of Contents
Securities and Exchange Commission registration fee
|
$ | 20,263 | |||
NASD filing fee
|
17,745 | ||||
Blue sky fees and expenses (including attorneys fees and
expenses)
|
* | ||||
Printing expenses
|
* | ||||
Accounting fees and expenses
|
* | ||||
Transfer agents fees and expenses
|
* | ||||
Legal fees and expenses
|
* | ||||
Miscellaneous expenses
|
* | ||||
Total
|
* | ||||
* | To be provided by amendment |
II-1
II-2
II-3
Schedule II: Valuation and Qualifying Accounts
Table of Contents
COMMERCIAL VEHICLE GROUP, INC.
By:
/s/
Mervin Dunn
Name: MERVIN DUNN
Title:
President and Chief
Executive Officer
Signature
Title
/s/
Scott D. Rued
Chairman and Director
/s/
Mervin Dunn
President, Chief Executive Officer (Principal Executive Officer)
and Director
/s/
Chad M. Utrup
Vice President of Finance and Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/
S.A. Johnson
Director
/s/
Eric J. Rosen
Director
/s/
David R. Bovee
Director
/s/
Richard A. Snell
Director
Table of Contents
Exhibit
No.
Description
1
.1*
Form of Underwriting Agreement.
2
.1
Agreement of Purchase and Sale, dated February 7, 2004, by
and among, CVG Acquisition LLC, Mayflower Vehicle Systems, Inc.,
Mayflower Vehicle Systems Michigan, Inc., Wayne Stamping and
Assembly LLC and Wayne-Orrville Investments LLC (incorporated by
reference to the Companys annual report on Form 10-K
(File No. 000-50890), filed on March 15, 2005).
2
.2
Stock Purchase Agreement, dated as of June 3, 2005, by and
between Monona Holdings LLC and Commercial Vehicle Group, Inc.
(incorporated by reference to the Companys current report
on Form 8-K (File No. 000-50890), filed on
June 8, 2005).
3
.1
Amended and Restated Certificate of Incorporation of Commercial
Vehicle Group, Inc. (incorporated by reference to the
Companys quarterly report on Form 10-Q (File
No. 000-50890), filed on September 17, 2004).
3
.2
Amended and Restated By-laws of Commercial Vehicle Group, Inc.
(incorporated by reference to the Companys quarterly
report on Form 10-Q (File No. 000-50890), filed
on September 17, 2004).
4
.1
Registration Agreement, dated October 5, 2000, by and among
Bostrom Holding, Inc. and the investors listed on
Schedule A attached thereto (incorporated by reference to
the Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
4
.2
Joinder to Registration Agreement, dated as of March 28,
2003, by and among Bostrom Holding, Inc. and J2R Partners VI,
CVS Partners, LP and CVS Executive Investco LLC (incorporated by
reference to the Companys registration statement on
Form S-1 (File No. 333-15708), filed on May 21,
2004).
4
.3
Joinder to the Registration Agreement, dated as of May 20,
2004, by and among Commercial Vehicle Group, Inc. and the prior
stockholders of Trim Systems (incorporated by reference to the
Companys quarterly report on Form 10-Q (File
No. 000-50890), filed on September 17, 2004).
4
.4
Form of Certificate of Common Stock of Commercial Vehicle Group,
Inc. (incorporated by reference to the Companys
registration statement on Form S-1
(File No 333-15708), filed on May 21, 2004).
5
.1
Opinion of Kirkland & Ellis LLP.
10
.1
Amended and Restated Credit Agreement, dated as of
March 28, 2003, by and among Commercial Vehicle Systems
Limited, KAB Seating Limited, National Seating Company,
Commercial Vehicle Systems, Inc., CVS Holdings, Inc., Bostrom
Holding, Inc., the several financial institutions from time to
time party to this agreement (the Lenders), Fleet
National Bank, as an Issuer and Bank of America, N.A., as
administrative agent for the Lenders, Collateral Agent, Swing
Line Lender and an Issuer (incorporated by reference to the
Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.2
Revolving Credit and Term Loan Agreement, dated as of
October 29, 1998, by and among Trim Systems Operating Corp,
Tempress, Inc., Trim Systems, LLC, the financial institutions
from time to time signatory thereto (the Banks) and
Comerica Bank, as agent for the Banks (incorporated by reference
to the Companys registration statement on Form S-1
(File No. 333-15708), filed on May 21, 2004).
10
.3
Amendment No. 1 to Revolving Credit and Term Loan
Agreement, dated as of December 31, 1998, by and among the
lenders signatory thereto, Comerica Bank as agent for the Banks,
Trim Systems Operating Corp., Tempress, Inc. and Trim Systems
LLC (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.4
Amendment No. 2 to Revolving Credit and Term Loan Agreement
and Waiver, dated as of November 22, 1999, by and among
U.S. Bank National Association, as co-agent, Bank One,
N.A., as co-agent, Comerica Bank as agent for the Banks, Trim
Systems Operating Corp., Tempress, Inc. and Trim Systems LLC
(incorporated by reference to the Companys registration
statement on Form S-1 (File No. 333-15708), filed on
May 21, 2004).
Table of Contents
Exhibit
No.
Description
10
.5
Amendment No. 3 to Revolving Credit and Term Loan Agreement
and Waiver, dated as of June 28, 2001, by and among the
lenders signatory thereto, Comerica Bank as agent for the Banks,
Trim Systems Operating Corp., Tempress, Inc. and Trim Systems
LLC (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.6
Assignment and Waiver Agreement, dated as of June 28, 2001,
by and among Trim Systems Operating Corp, Tempress, Inc., Trim
Systems, LLC, U.S. Bank National Association, Bank One, NA,
Comerica Bank, 1363880 Ontario Inc. and J2R Partners II-B,
LLC (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.7
Amendment No. 4 to Revolving Credit and Term Loan
Agreement, dated as of November 13, 2002, by and among the
lenders signatory thereto, Comerica Bank as agent for the Banks,
Trim Systems Operating Corp., Tempress, Inc. and Trim Systems
LLC (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.8
Amendment No. 5 to Revolving Credit and Term Loan Agreement
and Waiver dated as of February 2004, by and among the lenders
signatory thereto, Comerica Bank as agent for the Banks, Trim
Systems Operating Corp., Tempress, Inc. and Trim Systems LLC,
(incorporated by reference to the Companys registration
statement on Form S-1 (File No. 333-15708), filed on
May 21, 2004).
10
.9
Revolving Credit and Term Loan Agreement, dated as of
August 10, 2004, by and among Commercial Vehicle Group,
Inc., the subsidiary borrowers from time to time parties
thereto, the foreign currency borrowers from time to time
parties thereto, the banks from time to time parties thereto,
U.S. Bank National Association, one of the banks, as
administrative agent for the banks and Comerica Bank, one of the
banks, as syndication agent for the banks (incorporated by
reference to the Companys quarterly report on
Form 10-Q (File No. 000-50890), filed on
September 17, 2004).
10
.10
First Amendment to Revolving Credit and Term Loan Agreement,
dated as of September 16, 2004, by and among Commercial
Vehicle Group, Inc., the subsidiary borrowers from time to time
parties thereto, the foreign currency borrowers from time to
time parties thereto, the banks from time to time parties
thereto, U.S. Bank National Association, one of the banks,
as administrative agent for the banks and Comerica Bank, one of
the banks, as syndication agent for the banks (incorporated by
reference to the Companys annual report on Form 10-K
(File No. 000-50890), filed on March 15, 2005).
10
.11
Second Amendment to Revolving Credit and Term Loan Agreement,
dated as of February 7, 2005, by and among Commercial
Vehicle Group, Inc., the subsidiary borrowers from time to time
parties thereto, the foreign currency borrowers from time to
time parties thereto, the banks from time to time parties
thereto, U.S. Bank National Association, one of the banks,
as administrative agent for the banks and Comerica Bank, one of
the banks, as syndication agent for the banks (incorporated by
reference to the Companys annual report on Form 10-K
(File No. 000-50890), filed on March 15, 2005).
10
.12
Third Amendment to Revolving Credit and Term Loan Agreement,
dated as of June 3, 2005, by and among Commercial Vehicle
Group, Inc., the subsidiary borrowers from time to time parties
thereto, the foreign currency borrowers from time to time
parties thereto, the banks from time to time parties thereto,
U.S. Bank National Association, one of the banks, as
administrative agent for the banks and Comerica Bank, one of the
banks, as syndication agent for the banks (incorporated by
reference to the Companys current report on Form 8-K
(File No. 000-50890), filed on June 8, 2005).
10
.13
Investor Stockholders Agreement, dated October 5, 2000, by
and among Bostrom Holding, Inc., Onex American Holdings LLC, J2R
Partners VII and the stockholders listed on the signature pages
thereto (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004.
Table of Contents
Exhibit
No.
Description
10
.14
Investor Stockholders Joinder Agreement, dated as of
March 28, 2003, by and among Bostrom Holding, Inc. and J2R
Partners VI, CVS Partners, LP and CVS Executive Investco LLC
(incorporated by reference to the Companys registration
statement on Form S-1 (File No. 333-15708), filed on
May 21, 2004).
10
.15
Joinder to the Investor Stockholders Agreement by and among
Bostrom Holding, Inc. and the prior stockholders of Trim Systems
(incorporated by reference to the Companys registration
statement on Form S-1 (File No. 333-15708), filed on
May 21, 2004).
10
.16
Management Stockholders Agreement, dated as of August 9,
2004, by and among Commercial Vehicle Group, Inc., Onex American
Holdings II LLC and the individuals named on
Schedule I thereto (incorporated by reference to the
Companys quarterly report on Form 10-Q (File No. 000-
50890), filed on September 17, 2004).
10
.17
Note Purchase Agreement, dated September 30, 2002, by
and among Bostrom Holding, Inc., Baird Capital Partners II
Limited, BCP II Affiliates Fund Limited Partnership,
Baird Capital II Limited Partnership, Baird Capital
Partners III Limited Partnership, BCP III Special
Affiliates Limited Partnership, BCP III Affiliates
Fund Limited Partnership, Norwest Equity Partners VII, LP
and Hidden Creek Industries (incorporated by reference to the
Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.18
Form of Subordinated Promissory Note issued by Bostrom Holding,
Inc. in favor of each of BCP II Affiliates
Fund Limited Partnership, Baird Capital II Limited
Partnership, Baird Capital Partners III Limited
Partnership, BCP III Special Affiliates Limited Partnership
BCP III Affiliates Fund Limited Partnership, Norwest
Equity Partners VII, LP and Hidden Creek Industries
(incorporated by reference to the Companys registration
statement on Form S-1 (File No. 333-15708), filed on
May 21, 2004).
10
.19
Promissory Note, dated as of June 28, 2001, issued by Trim
Systems Operating Corp. in favor of 1363880 Ontario Inc., in the
amount of $6,850,000 (incorporated by reference to the
Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.20
Promissory Note, dated as of June 28, 2001, issued by Trim
Systems Operating Corp. in favor of J2R Partners II-B, LLC,
in the amount of $150,000 (incorporated by reference to the
Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.21
Bostrom Holding, Inc. Management Stock Option Plan (incorporated
by reference to the Companys registration statement on
Form S-1 (File No. 333-15708), filed on May 21,
2004).
10
.22
Form of Grant of Nonqualified Stock Option pursuant to the
Bostrom Holding, Inc. Management Stock Option Plan (incorporated
by reference to the Companys registration statement on
Form S-1 (File No. 333-15708), filed on May 21,
2004).
10
.23
Commercial Vehicle Group, Inc. Amended and Restated Equity
Incentive Plan (incorporated by reference to the Companys
quarterly report on Form 10-Q (File No. 000-59890),
filed on May 11, 2005).
10
.24
Form of Grant of Nonqualified Stock Option pursuant to the
Commercial Vehicle Group, Inc. Equity Incentive Plan
(incorporated by reference to the Companys annual report
on Form 10-K (File No. 000-50890), filed on
March 15, 2005).
10
.25
Employment agreement, dated as of May 16, 1997, with Donald
P. Lorraine (incorporated by reference to the Companys
registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.26
Recapitalization Agreement, dated as of August 4, 2004, by
and among Commercial Vehicle Group, Inc. and the stockholders
listed on the signature pages thereto (incorporated by reference
to the Companys quarterly report on Form 10-Q (File
No. 000-50890), filed on September 17, 2004).
10
.27
Form of Non-Competition Agreement (incorporated by reference to
the Companys registration statement on Form S-1 (File
No. 333-15708), filed on May 21, 2004).
10
.28
Commercial Vehicle Group, Inc. 2005 Bonus Plan (incorporated by
reference to the Companys current report on Form 8-K
(File No. 000-50890), filed on February 7, 2005).
10
.29
Service Agreement, dated March 1, 1993, between Motor
Panels (Coventry) Plc and William Gordon Boyd.
Table of Contents
Exhibit
No.
Description
10
.30
Assignment and Assumption Agreement, dated as of June 1,
2004, between Mayflower Vehicle Systems Plc and Mayflower
Vehicle Systems, Inc.
21
.1
Subsidiaries of Commercial Vehicle Group, Inc.
23
.1
Consent of Deloitte & Touche LLP.
23
.2
Consent of PricewaterhouseCoopers LLP.
23
.3
Consent of Kirkland & Ellis LLP (included in
Exhibit 5.1).
24
.1
Powers of Attorney (included in Part II of the Registration
Statement).
*
To be filed by amendment.
Exhibit 5.1
KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIP
200 East Randolph Drive Chicago, Illinois 60601 312 861-2000 Facsimile: 312 861-2200 www.kirkland.com |
June 8, 2005
Commercial Vehicle Group, Inc.
6530 West Campus Oval
New Albany, Ohio 43054
Ladies and Gentlemen:
We are acting as special counsel to Commercial Vehicle Group, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of 9,048,713 shares of its Common Stock, par value $0.01 per share (the "Common Stock"), including 1,180,267 shares of the Company's Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333- ), filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). Of the shares of Common Stock to be registered pursuant to the Registration Statement, up to 2,680,267 shares are being offered by the Company (the "Primary Shares"), up to 6,102,916 shares are being offered by certain selling stockholders (the "Secondary Shares") and up to 265,530 shares to be issued upon the exercise of options issued under the Bostrom Holding, Inc. Management Stock Option Plan (the "Stock Option Plan") are being offered by certain selling stockholders (the "Option Shares").
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Certificate of Incorporation of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance and sale of the Primary Shares and the Secondary Shares and (iii) the Stock Option Plan and the form of award agreement used thereunder.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due
London Los Angeles Munich New York San Francisco Washington, D.C.
KIRKLAND & ELLIS LLP
Commercial Vehicle Group, Inc.
June 8, 2005
authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:
1. The Primary Shares are duly authorized, and, when the Registration Statement becomes effective under the Act, and when appropriate certificates representing the Primary Shares are duly countersigned and registered by the Company's transfer agent/registrar and delivered to the Company's underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, the Primary Shares will be validly issued, fully paid and nonassessable.
2. The Secondary Shares have been duly authorized, validly issued and fully paid and are nonassessable.
3. The Option Shares have been duly authorized and, when the Option Shares have been duly issued in accordance with the terms of the Stock Option Plan and the award agreements issued thereunder and when the Option Shares are duly countersigned by the Company's transfer agent/registrar, and upon receipt by the Company of the consideration to be paid therefor, the Option Shares will be validly issued, fully paid and nonassessable.
Our opinions expressed above are subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities for sale in the offering contemplated by the Registration Statement and shall cover such additional securities, if any, registered on such subsequent registration statement.
KIRKLAND & ELLIS LLP
Commercial Vehicle Group, Inc.
June 8, 2005
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the issuance and sale of the Primary Shares, the Secondary Shares or the Option Shares.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date the Registration Statement becomes effective under the Act and we assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.
Sincerely,
/s/ Kirkland & Ellis LLP KIRKLAND & ELLIS LLP |
EXHIBIT 10.29
DATED 1 MARCH, 1993
MOTOR PANELS (COVENTRY) PLC
-AND-
WILLIAM GORDON BOYD
SERVICE AGREEMENT
AN AGREEMENT made the 1 March 1993 BETWEEN Motor Panels (Coventry) plc whose registered office is situate at Mayflower House, 8 High Street, Egham, Surrey, TW20 9EA (hereinafter called "the Company") of the one part and William Gordon Boyd of c/o The Royal Court Hotel, Keresley, Coventry ("the Executive") of the other part WHEREBY IT IS AGREED as follows:-
1. The Company shall employ the Executive and the Executive shall serve the Company as Manufacturing Director or in such other capacity as shall from time to time be agreed between the Board of Directors of the Company (hereinafter referred to as "the Board") and the Executive on the terms and conditions hereinafter appearing. The appointment shall commence on 1 March 1993 and shall continue until terminated as hereinafter provided.
2. During the continuance of this Agreement the Company shall:-
(a) Pay to the Executive a base salary at the rate of (POUND)50,000 per annum or such increased rate as the Company and the Executive may from time to time agree such salary to be payable by equal instalments in respect of each calendar month. Such salary will be reviewed by the Board on or before the 1st day of January in each year.
(b) Provided and maintain for the use of the executive while on the business of the Company a suitable motor car (as determined by the Company) and shall pay all expenses in connection with the maintenance insurance and running of such car the Executive paying to the Company such contribution (if any) in respect of use of such car as the Company shall from time to time reasonably require. The car should not be taken out of the UK for private purposes without the written consent of the company and all running expenses attributable to any private use of the car outside the UK to be at
the Executive's expense. On the cessation of the Executive's employment the Executive agrees to return the car to his place of work or such other place as the company directs.
(c) Reimburse to the Executive all reasonable and proper travelling hotel and other out-of-pocket expenses incurred by him in or about the discharge of his duties hereunder
(d) Permit the Executive to take 25 working days holiday (exclusive of normal public and bank holidays) in each year at such times as may be determined by the Company having regard to the Company's business and in particular the Executive acknowledges that it may be necessary for the Company to require him to take up to 15 working days of such entitlement to coincide with factory shutdowns. No more than 10 working days holiday may be taken at anytime unless by prior agreement with the Chief Executive of the Automotive Division. For the purposes of calculation the holiday year will be 1st January to 31st December.
(e) Pay to the Executive in full the remuneration under Clause 2(a) hereto (after deduction of or adjustment for any such sums as are due to or payable in respect of the Executive by way of social security benefits or otherwise payable to the Executive under the Company's sickness pay or other similar scheme for the time being in force) in respect of any period of absence due to incapacity or illness throughout the first continuous or aggregate period of 26 weeks of absence (in any consecutive period of 12 months) during which he is incapacitated or prevented by illness injury accident or any other circumstances beyond his control ("the incapacity") from discharging his duties hereunder provided that in such case the Executive gives or sends to the Company such notification and evidence (including independent medical evidence) concerning his incapacity as the Company shall from time to time
reasonably require and in particular as is required under the provisions of the Company's sickness pay or other similar scheme for the time being in force. The Executive shall not be entitled to any remuneration in respect of any further or additional period of absence during any such consecutive period as aforesaid. The Company will however provide Permanent Health cover which will entitle the Executive to claim from the insurance company after a period of 26 weeks continuous sickness. 3. (a) The Company is a member of a health benefits scheme with BUPA (details of which scheme have been supplied to the Executive) and the Company has commenced to pay and will continue to pay such contributions as are appropriate to enable the Executive his wife and children up to age 21 years to be and continue to be during the continuance of this Agreement a member of such scheme (b) The Executive shall be entitled during the continuance of his employment to be a member of the Retirement Benefit Scheme in which the Company is or becomes a party and if he becomes a member of such scheme he shall be liable to make such contributions but shall be entitled to such benefits and be subject to such conditions as are set out in the rules of the Scheme and any lawful amendment thereto from time to time and at the appropriate time the Company shall hand to the Executive a copy of such rules and amendments. (c) Upon becoming a member of the Company's Retirement Benefit Scheme the Executive will be covered, at the Company's expense, for life cover of three times his annual pensionable salary. |
4. You will be eligible to receive a bonus under the Mayflower Group Executive Scheme the rules and details of which will be provided to you.
The company reserves the right to review and amend the rules and performance criteria at the beginning of each financial year.
5. Subject to the Transfer of Undertakings (Protections of Employment) Regulations 1981, if the Executive shall have been offered but shall unreasonably have refused to agree to the transfer of his employment hereunder to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of or of the equity share capital of the Company the Executive shall have no claim against the Company in respect of the termination of his employment hereunder by reason of the subsequent voluntary winding up of the Company or of the disclaimer of this Agreement by the Company within one month after such acquisition.
6. The following obligations shall be performed and observed by the Executive:-
(a) The Executive shall undertake such duties and exercise such powers in relation to the Company and its business or businesses from time to time as the Board of Directors ("the Board") of the Company from time to time directs.
(b) In discharge of such duties and in the exercise of such powers the Executive shall observe and comply with all resolutions regulations and directives from time to time made or given by the Board.
(c) The Executive shall during the continuance of this Agreement devote the whole of his energies and his time and attention during normal business hours to the business and shall use his best endeavours to develop and extend the business and shall in all matters act loyally and faithfully to the Company and shall not (except as the owner of shares or securities of a public company quoted on the Stock Exchange) engage or be interested or concerned either directly or indirectly in any such other competing business or trade.
(d) The Executive shall conform to such hours of work as are from time to time reasonably required of him and not be entitled to receive any additional remuneration for work performed outside his normal hours.
(e) (i) The Executive agrees from time to time to perform such services for any subsidiary or holding company of the Company and any other subsidiary company of any holding company of the Company (hereinafter and for the purposes of this Agreement called "Associated Companies") as the Board may from time to time require as part of and in pursuance of his duties and without further remuneration unless otherwise agreed. For this purpose and for the purposes of this Agreement the expressions "subsidiary" and "holding company" shall have the meanings ascribed to the same by Section 736 of the Companies Act 1985.
(ii) Without prejudice to the generality of the foregoing the Executive may by specific agreement be employed by one or more associated companies or render services to such associated companies either additionally or alternatively to his employment by the Company. If such be the case this Agreement shall apply (mutatis mutandis) to such employment by and to the rendering of services to such associated companies. In any such case but subject to any specific terms agreed at the time in relation thereto, the expressions "the Company" and "the business" and any other relevant expressions used herein shall where the context so admits be construed and applied accordingly in respect of such associated companies as well as or in lieu of the Company as appropriate.
(f) The Executive shall perform his duties hereunder in such place or places in the United Kingdom as the Board from time to time directs.
(g) The Executive shall not except as authorised or required by his duties to reveal to any person any of the trade secrets or confidential processes dealings or information concerning the organisation business finances customers or affairs of the Company or any of its associated companies which
shall come to his knowledge during his employment and shall keep with complete secrecy all information of a confidential nature entrusted to him and shall not use or attempt to use any such information in any manner except within and pursuant to the performance of his duties hereunder and will use his best endeavours to prevent disclosure thereof so that this restriction shall continue to apply as well after the termination of this agreement as before without limit in point of time but shall cease to apply to information or knowledge which comes within public domain other than by reason of any act default or omission of or by the Executive or any permission or authorisation given by him.
(h) All records and papers kept or made by the Executive relating to the business or otherwise relating to the businesses of the Company or any of its associated companies shall be and remain the property of the Company (or the relevant associated company as the case may be) and shall be surrendered by the Executive on termination of his employment hereunder or as otherwise required by the Company to a person or persons duly authorised by the Company in this respect.
(i) The Executive shall promptly disclose and communicate to the Company full details of and all matters relating whether directly or indirectly to any inventions discoveries innovations or developments of whatsoever nature made or conceived by him during the course of his employment by the Company and so far as statute or the general law allows the same whether capable of protection or not and all rights therein or arising therefrom including any such rights arising after the Executive's employment with the Company has terminated shall without payment or other consideration be the property of the Company absolutely. The Executive shall sign and execute all such
documents and at the request of the Company take all steps as may be required to give and vest in the Company the full and exclusive benefit of such inventions discoveries innovations and developments providing always that the decision as to whether patent or similar or other protection should be applied for in respect of the same or whether the same shall be exploited shall be in the sole discretion of the Company.
7. The Company shall have the right to terminate this Agreement without liability for compensation or damages upon the happening of any of the following events:-
(a) By 3 months written notice if the Executive is unable or
prevented through incapacity (within the meaning of Clause
2(e))or any other cause for any period or periods exceeding
twenty six weeks (consecutive or in the aggregate) in any
consecutive period of twelve months from carrying out his
duties hereunder or
(b) Forthwith if the Executive commits any serious breach or (after prior warning in writing of likely dismissal for repetition or continuation thereof) repeated or inconsistent breaches of any of the provisions hereof or
(c) Forthwith if the Executive is guilty of any grave misconduct or wilful neglect in the discharge of his duties hereunder or
(d) Forthwith if the Executive becomes bankrupt or makes any agreement or composition with his creditors or
(e) Forthwith if the Executive becomes of unsound mind or if
whilst he is a patient within the meaning of the Mental Health
Act 1959 an order is made in respect of his property under
Section 102 of that Act or any statutory modification or
re-enactment thereof or
(f) Forthwith if the Executive is convicted of any criminal offence other than an offence which (in the case of a driving offence) does not and (in any other case) in the reasonable opinion of the Board does not affect his position as
an executive of the Company.
(g) If the Executive commits or is a party to any act or omission or series of acts or omissions dismissal on the grounds or by reason of which would not constitute unfair dismissal within the meaning of the Employment Protection (Consolidation) Act 1978 assuming for this purpose (but not further or otherwise) that the provisions of such Act apply in relation thereto and so that in any such case the period of notice of termination given shall be such as would be appropriate given such assumption.
8. It is further agreed that the Executive's employment hereunder may be terminated at any time by either of the parties giving to the other not less than 12 months notice in writing of intention so to terminate it.
9. Upon the termination of his employment hereunder for any cause or by any means whatsoever:
(a) The Executive shall not for a period of 12 months from the date of termination of this Agreement directly or indirectly whether as principal servant or agent canvass or solicit or accept the custom of any person firm or corporation whose name during the period of 12 months immediately preceding the termination of this Agreement shall have appeared in the books of the Company or of any company within the Group by which he shall have been employed as client customer agent or correspondent thereof and who shall have dealt or transacted business of a material nature with the Executive during the said period of 12 months.
(b) The Executive shall not for a period of 6 months from the date of termination of this Agreement undertake or be engaged whether directly or indirectly in any business competitive with the Company or any company within the Group by which he shall have been employed.
(c) The Executive shall not for a period of 6 months from the date of termination of this Agreement in the United Kingdom without the consent in writing of the Board carry on or be engaged in or act as adviser or consultant to any business in which confidential information of any company within the Group possessed by the Executive at termination would be of material use if disclosed by the Executive for the purpose of that business which in any event the Executive is not in any circumstance permitted to disclose nor shall the Executive in the United Kingdom be employed or act as agent for the purposes of any such business. If during such period the Executive should carry on or be engaged in or employed for the purposes of any business trade profession or occupation the Executive will notify the Company forthwith of the circumstances identifying any employer by name and address.
(d) The Executive shall not at any time during the period of 12 months after the termination of his employment hereunder howsoever arising procure or induce or endeavour to procure or induce (either solely or jointly with any other person firm or company) any employee of any company within the Group to leave such employment.
The parties agree that the covenants set out in this clause are separate and severable and enforceable accordingly and whilst the restrictions are considered by the parties to be reasonable in all the circumstances as at the date hereof it is acknowledged that restrictions of such a nature may be invalid because of changing circumstances or other unforeseen reasons and accordingly if any of the restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope they shall apply with such modifications as may be necessary to make them valid and effective.
10. Upon the termination of this Agreement howsoever arising the Appointee shall at any time or from time to time thereafter upon the request of the company resign from office as a director of the company and such offices held by him in any of the Group companies as may be so requested and should be fail to do so the company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and do any documents or things necessary or requisite to effect such resignation or resignations.
11. The expiration or termination of the Executive's employment under this Agreement howsoever arising shall not affect such of the provisions of this Agreement as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
12. If the Executive has any grievance relating to his employment or if he is dissatisfied with any disciplinary decision he shall first raise it orally or in writing with the Managing Director of Motor Panels (Coventry) plc from time to time who at his discretion may take such steps as he thinks fit with a view to settling the grievance.
13. Any notice to be given hereunder may be served by being left at or sent by first class post to the registered office for the time being of the Company or (as the case may be) to the Executive at his address herein before mentioned or at his last known place of abode and any notice given by post shall be deemed to have been served at the expiration of 48 hours after it is posted.
14. The failure of the Company at any time to require or enforce the performance by the Executive of any of the stipulations or obligations on his part herein contained shall in no way affect the right of the Company to enforce the same thereafter.
15. The particulars required to be set out in accordance with the provisions of the Employment Protection (Consolidation) Act 1978 as they relate to this employment are as contained or referred to in the First Schedule.
16. This Agreement supersedes any previous agreement between the parties hereto or any of them in relation to the matters dealt with herein and represents the entire understanding between the parties in relation thereto.
17. All references in this Agreement to any enactment shall unless the context otherwise manifestly admits or requires be deemed to include references to any statutory amendments or re-enactments thereof.
AS WITNESS the hands of the parties hereto the day and year first before written
The following are the particulars of the terms of employment between the Company and the Executive as applicable as at the date of this Agreement in accordance with the provisions of the Employment Protection (Consolidation) Act 1978.
1. Date of Commencement of Employment 1 February 1993 2. Date of Commencement of Continuous Employment 1 February 1993 3. Remuneration As provided in Clause 2(a) of this Agreement 4. Hours of Work 9am-1pm and 2pm-5pm on each day of the week except Saturdays and Sundays 5. Holidays and Holiday Pay As provided in Clause 2(d) of this Agreement 6. Sickness or Injury As provided in Clause 2(e) of this Agreement 7. Pension Provision As provided in Clause 3(b) of this Agreement |
8. Notice As provided in Clauses 7 and 8 of this Agreement according to the provisions therein mentioned
9. Job Title As specified in Clause 1 hereof
10. Grievance Procedure As provided in Clause 12 and Disciplinary Rules hereof
SIGNED BY: ) on behalf of Motor Panels (Coventry) plc ) [ILLEGIBLE] in the presence of [ILLEGIBLE] ) SIGNED BY the said William Gordon Boyd ) /s/ William Gordon Boyd in the presence of [ILLEGIBLE] ) |
[MAYFLOWER CORPORATION LOGO]
The Mayflower Corporation plc
Mayflower House, London Road,
Loudwater, High Wycombe,
Buckinghamshire HP10 9RF
Telephone: +44 (0) 1494 450145
Fax: +44 (0) 1494 450607
E-mail: gen@mayf.co.uk
7 January 2002
Gordon Boyd Esq
1 Broadwells Crescent
Westwood Heath
Coventry CV4 8JD
Dear Gordon
Further to our recent discussions I am delighted that you have agreed to accept the position of President and Chief Executive Officer of Mayflower Vehicle Systems Inc with immediate effect. As explained it will be necessary for you to take up residency in the US but this will be reviewed later in the year in line with our proposed strategy to move the MVS management structure towards a global board.
Your existing contract of employment will remain in force but certain amendments are necessary in order to facilitate your move to the US.
Your salary will increase from 1 January 2002 to $392,000 per annum but will continue to be paid from the UK. I appreciate that part of your salary will need to be paid into a UK bank account and the balance to an account in the US. In order to negate any currency fluctuations I suggest the company applies the dollar exchange rate as at 1 January 2002 but then monitors the exchange rate for a six month period (30 June 2002 and 31 December 2002) and makes any necessary adjustments in July and January.
A notional salary of (POUND)250,000 per annum will be used for pension purposes and this notional salary will be reviewed on 1 January of each year until your return to the UK.
We are currently discussing with Bacon and Woodrow, our pension advisers, the position with regard to augmenting your Mayflower pension. As soon as the detail of this is available I would suggest I make arrangements for you to meet with Paul Macro of Bacon and Woodrow to discuss.
The company will arrange for US medical cover for you and your wife and will also continue your membership with our existing UK medical insurance provider.
You and your wife will be entitled to six return flights to the UK per annum, for social and domestic purposes, at Business Class rate.
The company will reimburse you for the cost of joining a County Club of your choice.
I acknowledge that until a formal MVS management structure has been agreed and implemented you do not want to make any decisions with regard to your UK properties. The company will, therefore, agree to pay all reasonable out of pocket expenses such as house and garden maintenance, additional security and insurance costs. All expenses related to this should be submitted to myself for authorisation.
The company will reimburse you for the costs associated with renting an apartment or house in the US and for other out of pocket expenses such as the buying of new household equipment. Once you have located a property please submit the details to myself for authorisation. Ned Rose, our US lawyer, will, at the company's expense, advise you on any lease you are asked to enter into.
I suggest we discuss separately the terms of any relocation package should you at a later date and following the agreement of the Board, decide to sell your UK properties and relocate to the US.
It is recognised that your personal tax situation may become complicated by your employment in the US and the company agrees to settle all reasonable expenses in relation to double taxation issues or to fund such payments until you are reimbursed by the appropriate authority.
I trust this sets out the terms and conditions we have already discussed but if you do require clarification or there is a particular area I have overlooked, please do not hesitate to contact me.
Finally I look forward to continuing to work with you during what I see to be an exciting and challenging period for MVS.
Yours sincerely
/s/ TERRY WHITMORE TERRY WHITMORE |
NORTH AMERICAN HEADQUARTERS (MAYFLOWER VEHICLE SYSTEMS LOGO) MAYFLOWER VEHICLE SYSTEMS, INC. 37900 Interchange Drive Farmington Hills, MI 48335 Tel: (248) 473-7500 Fax: (248) 473-7887 27 January 2004 Gordon Boyd Esq 25362 Constitution Novi Michigan 48375 USA Dear Gordon RE: LOYALTY BONUS PROGRAM --------------------- |
Dear Gordon
I am pleased to inform you that The Mayflower Corporation plc ("Mayflower") and Mayflower Vehicles Systems, Inc. ("MVS") have selected you for participation in the Loyalty Bonus Program to implemented in connection with Mayflower's disposal of MVS. Your bonus award under the Program has been set at Two hundred and fifty thousand pounds sterling ((POUND)250,000).
Please note that we cannot finalise the specific terms and conditions of the Loyalty Bonus Program until an acquiring company for MVS has been chosen, and until we have had an opportunity to discuss employment requirements with the acquiring company. Your bonus award will, of course, be subject to the specific terms and conditions of the Loyalty Bonus Program, which will be communicated to you promptly after the Program has been finalized. The Loyalty Bonus Program will automatically terminate should the successful disposal of MVS not take place during the financial year ending 31 December 2004. As with other compensation, bonuses paid under the Loyalty Bonus Program will be subject to taxes and other applicable payroll withholding.
Your sincerely
/s/ JOHN J FLEMING JOHN J FLEMING |
A Mayflower Corporation company
EXHIBIT 10.30
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of June 1, 2004 by and between MAYFLOWER VEHICLE SYSTEMS PLC (IN ADMINISTRATION), formerly MOTOR PANELS (COVENTRY) PLC, a United Kingdom corporation whose registered office is Hill House, 1 Little New Street, London, EC4A 4TR, England, ("Assignor") and MAYFLOWER VEHICLE SYSTEMS, INC., a Delaware corporation whose principal offices are located at 37900 Interchange Drive Farmington Hills, Michigan 48223 ("Assignee").
Recitals:
1. Reference is made to the following documents attached to and made a part of this Agreement hereinafter referred to collectively as the "Boyd Employment Contract".
(i) Service Contract dated March 1, 1993 between Assignor and Mr. William Gordon Boyd ("Mr. Boyd");
(ii) Letter dated January 7, 2002 from Assignor's ultimate parent company, The Mayflower Corporation plc to Mr. Boyd stating the terms on which Mr. Boyd would take up residency in the United States and accept the position of Assignee's President and Chief Executive Officer;
(iii) Letter dated January 27, 2004 from Assignee to Mr. Boyd describing Mr. Boyd's participation in Assignee's Loyalty Bonus Program.
2. Mr. Gordon Boyd was assigned in 2002 to direct the operations of Assignee in the United States after having been employed since 1993 by Assignor in the United Kingdom.
3. Mr. Boyd is currently employed on a fulltime basis as the President and Chief Executive Officer of Assignee, with responsibility for the overall management and direction of the operations of Assignee and its subsidiaries;
4. It is the desire and intention of the parties that Mr. Boyd continue to serve as Assignee's President and Chief Executive Officer as Assignee's employee under the terms and conditions of the Boyd Employment Contract in effect and application on the date of this assignment, inclusive of any of Assignee's policies with regard to the employment and remuneration of its senior officers to which Mr. Boyd may have become subject since his assumption of his role as chief executive officer of Assignee.
5. Nicholas James Dargan, Andrew Philip Perters and William Kenneth Dawson ("the Administrators") were appointed Joint
Administrators of the Assignor by the High Court in London on 31 March 2004.
NOW THEREFORE, the parties agree as follows:
Assignor hereby assigns to Assignee, effective immediately, all of Assignor's rights, obligations and interest under the Boyd Employment Contract, taking into account the job description, salary and other remuneration in effect as of the effective date of this assignment, and Assignee hereby accepts such assignment, as described above and agrees to assume and become subject to any and all obligations, liabilities, and conditions of Assignor under the Boyd Employment Contract. Such assignment and assumption shall relieve Assignor of direct liability for the due performance of all of Assignor's obligations under the Boyd Employment Agreement in effect as of the date of this assignment.
This Agreement represents the entire agreement between the parties with regard to the Boyd Employment Contract and may only be modified by written instrument duly executed by both of the parties.
It is agreed that the Administrators act at all times as agents of the Assignor and without personal liability under this Agreement or otherwise.
IN WITNESS WHEREOF, the parties have caused this ASSIGNMENT AND ASSUMPTION AGREEMENT to be executed by their respective duly authorized representatives.
MAYFLOWER VEHICLE SYSTEMS plc
(In Administration).
by /s/ NICHOLAS DARGAN -------------------------------- Nicholas Dargan Administrator without personal liability |
MAYFLOWER VEHICLE SYSTEMS, INC.
by /s/ VINCENT SPIRKO -------------------------------- Vincent Spirko Vice-President |
Exhibit 21.1
1. Trim Systems, Inc. Delaware
2. Trim Systems Operating Corp. Delaware
3. CVG International Holdings Limited Barbados
4. CVG Vehicle Components (Shanghai), Co. LTD. China
5. CVS Holdings Limited United Kingdom
6. Commercial Vehicle Systems Limited United Kingdom
7. Bostrom Limited United Kingdom
8. Bostrom Investments Limited United Kingdom
9. KAB Seating LLC United Kingdom
10. Bostrom International Limited United Kingdom
11. KAB Seating, AB Sweden
12. KAB Seating, Pty Australia
13. KAB Seating, S.A. Belgium
14. National Seating Company Delaware
15. KAB Seating Limited United Kingdom
16. A. Stokes Pressings Limited United Kingdom
17. Wilton & Co. Pressings Limited United Kingdom
18. Bostrom Specialist Engineering Limited United Kingdom
19. Winston Cable Limited United Kingdom
20. JMH Limited United Kingdom
21. KAB Tooling Limited United Kingdom
22. Bostrom Europe United Kingdom
23. The C&P Jig & Tool Limited United Kingdom
24. BB Seating Limited United Kingdom
25. Palmer & Shelley Limited United Kingdom
26. AJW Holdings Limited United Kingdom
27. KAB Industries Limited United Kingdom
28. Corvus Suspension Products Limited United Kingdom
29. KAB Pressings Limited United Kingdom
30. KAB Components Limited United Kingdom
31. AJ Williams Small Pressings Limited United Kingdom
32. Bostrom Vehicle Components Limited United Kingdom
33. Inbark Limited United Kingdom
34. KAB Engineering Limited United Kingdom
35. CVS Holdings, Inc. Delaware
36. Sprague Devices Delaware
37. CVG Management Corp Delaware
38. CVG Logistics LLC Delaware
39. Mayflower Vehicle Systems LLC Delaware
40. T.S. Mexico S.DE R. L.DE C.V. Mexico
41. Monona Corporation Delaware
42. Monona Wire Corporation Iowa
43. Monona (Mexico) Holdings LLC Illinois
44. MWC de Mexico S. de R.L. de C.V. Mexico
45. EMD Servicios, S.A. de C.V. Mexico
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated March 3, 2005 relating to the consolidated financial statements of Commercial Vehicle Group, Inc. and Subsidiaries ("CVG") (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the Company's method of accounting for goodwill and other intangible assets) and our report dated April 18, 2005 relating to the financial statements of Mayflower Vehicle Systems Truck Group as of December 31, 2003 and for the years ended December 31, 2003 and 2002, appearing in the Prospectus, which is part of this Registration Statement, and our report dated March 3, 2005 relating to the financial statement schedule of CVG appearing elsewhere in this Registration Statement. We also consent to the reference to us under the headings "Summary Historical and Pro Forma Consolidated Financial Information", "Selected Historical Financial Data", and "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota June 6, 2005 |
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated April 18, 2005 relating to the financial statements of Mayflower Vehicle Systems Truck Group, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP Toronto, Canada June 8, 2005 |