8-K 1 a2044146z8-k.txt 8-K 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): March 15, 2001 Compass Aerospace Corporation (Exact Name of Registrant as Specified in Charter) Delaware 333-75643-01 95-4659126 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2344 South Pullman Santa Ana, California 92705 (Address of Principal Executive Offices) (949) 622-0700 (Registrant's telephone number, including area code) 1501 Hughes Way, Suite 400 Long Beach, California 90810 (Former Address, if Changed Since Last Report) ------------------------------------------------------------------------------- ITEM 2. Acquisition or Disposition of Assets. On March 15, 2001, Compass Aerospace Corporation ("Compass") sold all of the capital stock of its wholly owned subsidiary, Trim Engineering Limited ("Trim") to Intercede 1680 Limited. Compass sold Trim, including Trim's subsidiaries, to Intercede pursuant to a Share Purchase Agreement for net cash proceeds of approximately $44.0 million, of which $14.8 million was used to pay down senior secured debt in the United Kingdom and $29.2 million was used to pay down senior secured debt in the United States. The Share Purchase Agreement was negotiated on an arms-length basis. The accompanying pro forma financial statements are presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed statements of operations were prepared as if the sale was completed on January 1, 2000. To prepare the pro forma unaudited condensed statements of operations, the Trim statement of operations for the year ended December 31, 2000 has been removed from the consolidated statement of operations of Compass for the year ended December 31, 2000. This method is only for presentation of pro forma unaudited condensed financial statements. The unaudited pro forma condensed financial statements are subject to a number of estimates, assumptions and uncertainties and do not purport to reflect the results of operations that would have occurred had this transaction taken place on the date indicated nor do they purport to reflect results of operations that will occur in the future. The unaudited pro forma condensed financial statements should be read in conjunction with the historical consolidated financial statements of Compass Aerospace Corporation and its subsidiaries. In addition, the Company's the press release dated March 16, 2001, is filed as Exhibit 99.1 and is incorporated by reference. COMPASS AEROSPACE CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEE NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS. COMPASS AEROSPACE CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEE NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS. COMPASS AEROSPACE CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEE NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS. COMPASS AEROSPACE CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS The following pro forma adjustments have been made to the pro forma condensed financial statements: A. Reflects $29.2 million of proceeds from the sale of Trim used to pay down senior secured debt in the United States, along with adjustments to eliminate $25.4 million in liabilities owed by Trim to Compass and/or its subsidiaries. B. Adjustment to eliminate Compass's investment in Trim and accumulated other comprehensive losses from foreign currency translation related to Trim. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS The following is a list of exhibits filed as a part of this Form 8-K.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. COMPASS AEROSPACE CORPORATION, a Delaware corporation Date: March 30, 2001 By: /s/ Jerome C. David ------------------------------- Jerome C. David Senior Vice President and Chief Financial Officer

COMPASS AEROSPACE CORP 8-K