METALDYNE PERFORMANCE GROUP INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-04-06: Form 8-K; Period of report 2017-04-06; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2017-04-05: Form 8-K; Period of report 2017-04-05; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2017-04-03: Form 8-K; Period of report 2017-03-31; Description 8.01 Other Events; Details 8.01.
- 2017-03-28: Form 8-K; Period of report 2017-03-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-04-06 | 8-K | 2017-04-06 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On April 6, 2017 (the “Closing Date”), American Axle & Manufacturing Holdings, Inc. (“AAM”) completed the previously announced acquisition of Metaldyne Performance Group Inc. (the “Company”), through the merger of Alpha SPV I, Inc., a wholly owned subsidiary of AAM (“Merger Sub”), with and into the Company (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of November 3, 2016, by and among the Company, AAM and Merger Sub (the “Merger Agreement”). 3.01 As a result of the Merger, the Company no longer fulfills the listing requirements of the NYSE. 3.03 The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K are incorporated by reference in their entirety into this Item 3.03. 5.01 As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of AAM. 5.02 In connection with the Merger, each of the directors of the Company resigned as of the Effective Time and, pursuant to the terms of the Merger Agreement, the following individuals were appointed as directors of the Company as of the Effective Time: David C. Dauch, Michael K. Simonte and David E. Barnes. 5.03 On the Closing Date, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware effectuating the Merger. | d372906d8k.htm |
| 2017-04-05 | 8-K | 2017-04-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 5, 2017, Metaldyne Performance Group Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of November 3, 2016, by and among the Company, American Axle & Manufacturing Holdings, Inc. (“AAM”), and Alpha SPV I, Inc. (“Merger Sub”), (such agreement, as it may be amended from time to time, the “Merger Agreement”), and to approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of AAM, (ii) a proposal to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the transactions contemplated thereby. | d213854d8k.htm |
| 2017-04-03 | 8-K | 2017-03-31 | 8.01 Other Events | 8.01 On March 31, 2017, Metaldyne Performance Group Inc. (the “Company” or “MPG”) and American Axle & Manufacturing Holdings, Inc. (“AAM”) received approval of the proposed acquisition of the Company by AAM from the Federal Economic Competition Commission of Mexico (the “COFECE”). | d369383d8k.htm |
| 2017-03-28 | 8-K | 2017-03-28 | 8.01 Other Events | 8.01 On March 22, 2017, a putative shareholder class action lawsuit, captioned Brian Zimmer v. | d322964d8k.htm |
| 2017-03-06 | 8-K | 2017-03-06 | 8.01 Other Events | 8.01 On March 6, 2017, a conditional notice of redemption was delivered to the holders of the 7.375% Senior Notes due 2022 (the “Notes”) issued by our wholly owned subsidiary, MPG Holdco I Inc. (the “Issuer”), providing for the redemption (the “Redemption”) of all of the outstanding principal amount of the Notes on April 6, 2017 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes plus the greater of (1) 1.0% of the principal amount of the Notes and (2) the excess, if any, of (a) the present value at the Redemption Date of (i) 105.531% of the principal amount of the Notes, plus (ii) all required interest payments due on the Notes through October 15, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discounted rate equal to the Treasury Rate, as defined in the indenture governing the Notes, as of the Redemption Date plus 50 basis points; over (b) the outstanding principal of the Notes as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. | d325651d8k.htm |
| 2017-03-02 | 8-K | 2017-03-02 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 In connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 3, 2016, by and among Metaldyne Performance Group Inc. (“we” or the “Company”), American Axle & Manufacturing Holdings, Inc. (“American Axle”) and Alpha SPV I, Inc. (“Merger Sub”), American Axle intends to commence an offering of its new senior unsecured notes as contemplated by and described in the related Registration Statement on Form S-4 (File No. 333-215161), as may be amended from time to time, filed by American Axle. 8.01 The disclosure set forth in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 8.01. | d356016d8k.htm |
| 2017-02-24 | 8-K | 2017-02-24 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 24, 2017, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the quarter and year ended December 31, 2016. 8.01 On February 24, 2017, our board of directors declared a cash dividend of $0.0925 per share, payable March 24, 2017 to stockholders of record as of March 10, 2017. | mpg-8k_20161231.htm |
| 2016-11-03 | 8-K | 2016-11-03 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 3, 2016, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the quarter and nine months ended November 3, 2016. 8.01 On November 2, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.0925 per share of common stock, payable on December 9, 2016 to stockholders of record on November 18, 2016. | mpg-8k_20161002.htm |
| 2016-11-03 | 8-K | 2016-11-03 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 3, 2016, the Company and American Axle jointly issued a press release in connection with the Merger. 8.01 Following the announcement of the Company’s entry into the Merger Agreement, the Company will be suspending its share repurchase program that had previously been authorized by the Board on February 24, 2016. | d264480d8k.htm |
| 2016-09-27 | 8-K | 2016-09-27 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the “Company”) will make a presentation on September 27, 2016 to attendees of the Deutsche Bank Leveraged Finance Conference regarding, among other things, the Company’s business, performance, and recent acquisition of Brillion Iron Works, Inc. A copy of the materials to be used at the presentation (the “Presentation Materials”) is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | mpg-8k_20160927.htm |
| 2016-09-13 | 8-K | 2016-09-12 | 8.01 Other Events | 8.01 On September 12, 2016, Metaldyne Performance Group Inc. (the “Company”) issued a press release announcing the planned closure of Brillion Iron Works, Inc.’s Brillion, Wisconsin facility. | mpg-8k_20160912.htm |
| 2016-09-02 | 8-K | 2016-09-02 | 8.01 Other Events | 8.01 On September 2, 2016, Metaldyne Performance Group Inc. (the “Company”) issued a press release announcing the acquisition of Brillion Iron Works, a business unit of Accuride Corporation (NYSE: ACW), effective September 2, 2016. | mpg-8k_20160902.htm |
| 2016-08-04 | 8-K | 2016-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On August 4, 2016, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the quarter and six months ended July 3, 2016. 7.01 On August 4, 2016, the Company updated its guidance for the year ending December 31, 2016. 8.01 On August 3, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.0925 per share of common stock, payable on September 20, 2016 to stockholders of record on September 6, 2016. | mpg-8k_20160803.htm |
| 2016-07-21 | 8-K | 2016-07-15 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The Audit Committee of the Board of Directors (the “Audit Committee”) of Metaldyne Performance Group Inc. (the “Company”) conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016. | mpg-8k_20160720.htm |
| 2016-06-20 | 8-K | 2016-06-20 | 8.01 Other Events | 8.01 On June 20, 2016 Metaldyne Performance Group Inc. issued a press release announcing the appointment of Tom Dono as Executive Vice President – General Counsel and Secretary, effective July 18, 2016. | mpg-8k_20160620.htm |
| 2016-05-25 | 8-K | 2016-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Metaldyne Performance Group Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders on May 25, 2016 in Southfield, Michigan. | mpg-8k_20160525.htm |
| 2016-05-17 | 8-K | 2016-05-16 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will participate in a fireside chat and distribute materials on May 17, 2016 to attendees of the Goldman Sachs Leveraged Finance Conference regarding, among other things, the Company’s business, performance and guidance. | v440178_8k.htm |
| 2016-05-05 | 8-K | 2016-05-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On May 5, 2016, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the first quarter 2016. 7.01 On May 5, 2016, the Company maintained its initial guidance for the year ending December 31, 2016 and provided additional guidance on free cash flow and income before tax for the year ending December 31, 2016. 8.01 On May 4, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.0925 per share of common stock, payable on June 21, 2016 to stockholders of record on June 7, 2016. | mpg-8k_20150505.htm |
| 2016-05-05 | 8-K | 2016-05-05 | 7.01 Regulation FD Disclosure | 7.01 On May 5, 2016 the Registrant issued a press release announcing the exit of its wheel bearing business in Sandusky, Ohio, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | mpg-8k_20160503.htm |
| 2016-04-08 | 8-K | 2016-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2016, Metaldyne Performance Group Inc. (“MPG”) named Gary Ford to the role of Vice President, Chief Accounting Officer and Controller. | d178223d8k.htm |
| 2016-03-23 | 8-K | 2016-03-23 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will participate in a fireside chat and distribute materials on March 23, 2016 to attendees of the Bank of America Merrill Lynch New York Auto Summit regarding, among other things, the Company’s business, performance and guidance. | v435021_8k.htm |
| 2016-02-25 | 8-K/A | 2015-02-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On February 25, 2016 Metaldyne Performance Group Inc. (the "Company") announced its financial results for the fourth quarter and full year 2015. 7.01 On February 25, 2016 the Company also reiterated its guidance for the year ending December 31, 2016. 8.01 On February 24, 2016 the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share of common stock, payable on April 26, 2016 to stockholders of record as of the close of business on April 12, 2016. | v432736_8ka.htm |
| 2016-02-25 | 8-K | 2016-02-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On February 25, 2016 Metaldyne Performance Group Inc. (the "Company") announced its financial results for the fourth quarter and full year 2015. 7.01 On February 25, 2016 the Company also reiterated its guidance for the year ending December 31, 2016. 8.01 On February 24, 2016 the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share of common stock, payable on April 26, 2016 to stockholders of record as of the close of business on April 12, 2016. | v432670_8k.htm |
| 2016-01-12 | 8-K | 2016-01-12 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will make a presentation on January 12, 2016 to attendees of the Deutsche Bank Global Auto Conference regarding, among other things, the Company’s business, performance and guidance. | v428807_8k.htm |
| 2015-12-23 | 8-K | 2015-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 9, 2015, Metaldyne Performance Group Inc. (the “Company”) filed a Current Report on Form 8-K announcing that Thomas Amato, Co-President of the Company and President and CEO of Metaldyne, LLC would be terminating his employment effective at the end of 2015. | mm12-2315_8k.htm |
| 2015-12-09 | 8-K | 2015-12-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 9, 2015, Metaldyne Performance Group Inc. (the “Company”) announced that Thomas Amato, Co-President of the Company and President and CEO of Metaldyne, LLC, is terminating his employment effective at the end of 2015. | v426602_8k.htm |
| 2015-11-03 | 8-K/A | 2015-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say on pay votes held at the 2015 Annual Meeting, a majority of the votes were in favor of holding future say on pay votes every three years. | v423540_8ka.htm |
| 2015-11-03 | 8-K | 2015-11-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On November 3, 2015, Metaldyne Performance Group Inc. (the "Company") issued a press release announcing its financial results for the third quarter and nine months ended September 27, 2015. 7.01 On November 3, 2015, the Company also reiterated its guidance for the year ending December 31, 2015. 8.01 On October 28, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share of common stock, payable on December 3, 2015 to stockholders of record on November 20, 2015. | v423544_8k.htm |
| 2015-09-17 | 8-K | 2015-09-16 | 7.01 Regulation FD Disclosure | 7.01 On September 16, 2015 the Registrant issued a press release regarding the collective bargaining agreement at its Kyklos Bearing International subsidiary, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | v420439_8k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On August 4, 2015, Metaldyne Performance Group Inc. (the "Company") issued a press release announcing its financial results for the second quarter and six months ended June 28, 2015. 7.01 On August 4, 2015, the Company also reiterated its guidance for the year ending December 31, 2015. 8.01 On July 29, 2015, the Company’s Board of Directors declared a cash dividend of $0.09 per share of common stock, payable on August 31, 2015, to stockholders of record as of August 17, 2015. | v417019_8k.htm |
| 2015-06-16 | 8-K | 2015-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Metaldyne Performance Group Inc. (the "Company") held its 2015 Annual Meeting of Shareholders on June 12, 2015 in Plymouth, Michigan. | v413236_8k.htm |
| 2015-05-28 | 8-K | 2015-05-28 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will make a presentation on May 28, 2015 to attendees of the KeyBanc Industrial, Automotive and Transportation Conference regarding, among other things, the Company’s business, performance and guidance. | v411761_8k.htm |
| 2015-05-12 | 8-K | 2015-05-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. | v410385_8k.htm |
| 2015-05-11 | 8-K | 2015-05-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement and Item 2.03. 7.01 The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings. | v410195_8k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 7, 2015, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the first quarter 2015. 7.01 On May 7, 2015, the Company also reiterated its guidance for the year ending December 31, 2015. | v409810_8k.htm |
| 2015-05-05 | 8-K | 2015-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 4, 2015, Metaldyne Performance Group Inc. (the "Company") issued a press release regarding the Company’s expected results for each of net sales, net income and Adjusted EBITDA for the first quarter of 2015. 7.01 On May 4, 2015, the Company also reiterated its guidance for the year ending December 31, 2015. | v409411_8k.htm |
| 2015-04-23 | 8-K | 2015-04-23 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will make a presentation on April 23, 2015 to the prospective lenders as part of the previously announced intent to reprice our current term loan and enter into a new Euro-denominated loan. | v408096_8k.htm |
| 2015-04-02 | 8-K | 2015-04-01 | 7.01 Regulation FD Disclosure | 7.01 Metaldyne Performance Group Inc. (the "Company") will make a presentation on April 1, 2015 to attendees of the Bank of America Merrill Lynch 2015 New York Auto Summit regarding, among other things, the Company’s business, performance and guidance. | v406115_8k.htm |
| 2015-03-12 | 8-K | 2015-03-12 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 12, 2015, Metaldyne Performance Group Inc. (the "Company") announced its financial results for the fourth quarter and full year 2014. 8.01 On March 10, 2015, the Company’s Board of Directors established June 12, 2015 as the date of the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) and determined that stockholders of record as of May 12, 2015 are entitled to vote at the Annual Meeting. | v404283_8k.htm |