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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
DECEMBER 27, 2002
TRANSPRO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13894 34-1807383
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)
(203) 401-6450
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On December 27, 2002, Transpro, Inc.("the Company") acquired certain
net assets of Fedco Automotive Components Company, based in Buffalo,
New York, a wholly owned subsidiary of Tomkins PLC for a cash purchase
price of $7,980,000. Fedco manufactures copper/brass and aluminum
automotive truck heaters for aftermarket retailers and distributors, as
well as speciality original equipment manufactures and has annual sales
volume of approximately $13,000,000. The acquisition was funded using
proceeds from the Company's Loan and Security Agreement. The
transaction has been accounted as a purchase and will have no impact on
the 2002 income statement.
On December 27, 2002, the Company entered into an amendment to its Loan
and Security Agreement with Congress Financial Corporation (New
England), which is attached as Exhibit 4.2, hereto along with an
amendment to its Term Promissory Note, which is attached as Exhibit
4.3, hereto. These amendments provide for a permanent increase in the
maximum credit line to $80,000,000 and an extension of the credit line
through December 27, 2005. In addition, the interest rate was decreased
to the prime rate from the prime rate plus 1.5%. The Company also has
the option to elect a Eurodollar-based interest rate, which has been
decreased from plus 4% to plus 2.5%. The amended Loan and Security
Agreement is comprised of a $77,000,000 Revolving Credit Facility and a
$3,000,000 Term Loan. There were no changes to the minimum thresholds
for net worth or working capital, which remain at $37,000,000 and
$55,000,000, respectively. The extension and amendment to the credit
line provides the Company with additional flexibility to meet ongoing
developmental needs of the Company and lowers borrowing costs.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - The following exhibit is filed as part of this report:
4.1 Asset Purchase Agreement
4.2 Eighth Amendment to Loan and Security Agreement.
4.3 Second Amendment and Restated Term Promissory Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSPRO, INC.
Date: December 30, 2002 By: /s/ Richard A. Wisot
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Richard A. Wisot
Vice President, Treasurer, Secretary,
and Chief Financial Officer