Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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: ~~October~~January 1123, ~~2001~~2002

333-26943
(Commission File Number)

AMM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-2088661
Delaware (State or Other Jurisdiction of Incorporation)		52-2088661 (I.R.S. Employer Identification No.)
(State or Other Jurisdiction		(I.R.S. Employer Identification No.)
2200 S.W. 71st Terrace Davie, FL (Address of Principal Executive Offices)		33317 (Zip Code)
of Incorporation)

2200 S.W. 71st Terrace
Davie, FL		33317
(Address of Principal Executive Offices)		(Zip Code)

(954)-474-4495
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

Item 5. Other Events Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. SIGNATURES PRESS RELEASE


FORM 8-K OF AMM HOLDINGS, INC.
	ITEM 5. OTHER EVENTS
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
AMM SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE
PRESS RELEASE

FORM 8-K OF ~~MOLL~~AMM ~~INDUSTRIES, INC. AND ANCHOR~~ HOLDINGS, INC.

AMM Holdings, Inc. (“AMM Holdings”), a wholly-owned subsidiary of AMM Holdings LLC, is a holding company that does not have any material operations or assets other than ownership of all the capital stock of Anchor Holdings, Inc. (“Holdings”), which does not have any material operations or assets other than ownership of all the capital stock of Moll Industries, Inc. (f/k/a Anchor Advanced Products, Inc.), a Delaware corporation (the “Company”).

~~Item~~ ITEM 5. ~~Other~~OTHER ~~Events~~EVENTS

~~The~~AMM ~~Company has amended the terms of the Offer to Purchase and Consent~~Holdings ~~Solicitation dated September 19, 2001 (the “Offer to Purchase and Consent~~ Solicitation”) governing its tender offer (the “Offer”) for up to $66.5 million aggregate principal amount of its outstanding 10-1/2% Senior Subordinated Notes due 2008 (the “Notes”) and a solicitation of consents to amend the indenture (the “Indenture”) governing the Notes to:

		•	Extend the Expiration Date to 5:00 p.m., New York City time, on October 31, 2001;
		•	Extend the Consent Date to 5:00 p.m., New York City time, on October 31, 2001; and
		•	Amend the proposed amendments to the Indenture pursuant to which the consents are being solicited (the “Proposed Amendments”).

On December 3, 2001, AMM Holdings announced that it had commenced a solicitation of consents (the “AMM Solicitation”), relating to AMM Holdings outstanding $68 million principal amount of 13-1/2% Senior Discount Notes due 2009 (the “Discount Notes”), to amend certain covenants (the “AMM Proposed Amendments”) contained in the indenture between AMM Holdings and the trustee relating to the Discount Notes (the “AMM Indenture”). Pursuant to the Consent Solicitation, dated December 3, 2001 (the “Consent Solicitation”), the AMM Solicitation would become effective immediately upon the receipt by AMM Holdings of the requisite consent. The terms of the AMM Solicitation are more fully described in the Consent Solicitation.

~~With~~On ~~respect~~December 19, to2001, ~~the~~AMM ~~Proposed~~Holdings ~~Amendments,~~had ~~the~~received ~~Offer~~consents towith ~~Purchase~~respect ~~and Consent~~to ~~Solicitation~~$50,500,000 ~~currently~~aggregate ~~provides~~principal ~~that~~amount ~~the~~of ~~Proposed~~Discount ~~Amendments~~Notes, ~~would~~representing ~~amend~~ the ~~Indenture~~consents ~~(i) to eliminate substantially all~~ of the ~~covenants~~holders of ~~the~~at ~~Company contained~~least ina ~~the~~majority ~~Indenture~~in ~~(other~~aggregate ~~than~~principal ~~the~~amount ~~covenants requiring the payment~~ of the ~~principal~~outstanding ~~of,~~Discount ~~premium,~~Notes. ifAMM ~~any,~~Holdings and ~~interest~~the ontrustee for the Discount Notes) have executed and todelivered ~~eliminate the~~a ~~default~~First ~~provisions~~Supplemental ~~contained~~Indenture inrelating to the AMM Indenture ~~that~~and ~~relate~~effecting tothe ~~such~~AMM ~~covenants and~~Proposed Amendments (ii“AMM Supplemental Indenture”) to. ~~modify~~A ~~the~~copy ~~definition~~ of the ~~term~~AMM ~~“Subsidiary”~~Supplemental ~~contained~~Indenture inis ~~the~~attached hereto as ~~Indenture~~Exhibit 4.1 toand ~~exclude~~is ~~entities~~incorporated ~~organized~~herein inby ~~non-U~~reference.S. ~~jurisdictions. Specifically~~Among other things, the Proposed Amendments ~~would~~eliminate ~~amend~~AMM ~~the~~Holdings’ ~~Indenture~~obligation byto ~~deleting~~furnish information ~~Sections 4.02~~and toreports 4for public availability.~~18,~~ ~~inclusive~~Consequently, ~~Sections~~AMM Holdings’ intends to file a Form ~~5.01~~15 with the Securities and ~~5.02,~~Exchange ~~Sections 6.01(c),~~Commission in order to suspend AMM Holdings’ duty to file reports under section 13 or 15(d), ~~(e),~~of ~~(f) and~~the ~~(i) and~~Securities Exchange ~~Sections 11.03~~Act ~~and~~of 111934.~~04 thereof.~~

The Proposed Amendments have been amended to delete the reference to Section 4.14 of the Indenture (the provision requiring the Company to make an offer to repurchase Notes at an offer price of 101% of the outstanding principal amount of such Notes upon occurrence of a “Change of Control” (as such term in defined in the Indenture)). Therefore, notwithstanding the receipt by the Company of their Requisite Consents (as defined in the Offer to Purchase and Consent Solicitation) and the execution and delivery of a supplemental indenture the holders of Notes would continue to have the benefit of Section 4.14 of the Indenture.

~~Holders~~Moll ~~representing~~Industries, aInc. ~~majority~~and ofAnchor ~~the~~Holdings, ~~outstanding principal amount of the Notes have agreed to deliver their consents pursuant to the amended offer~~Inc.

~~Holders~~The ofCompany ~~Notes~~has ~~that~~announced ~~are~~the ~~validly~~close ~~tendered~~of ~~and~~its ~~not~~cash ~~withdrawn~~tender ~~prior~~offer to (the ~~Consent~~ ~~Date~~“Offer”) ~~will~~and consent ~~receive~~solicitation ~~a price~~ (the “~~Purchase Price~~Solicitation”) ofmade ~~$200~~with ~~per~~respect ~~$1,000~~to a portion of its ~~Notes~~outstanding ~~that~~$116.5 million ~~are~~principal ~~accepted~~amount ~~for~~of ~~purchase,~~10-1/2% ~~plus~~Senior aSubordinated Notes ~~consent~~due ~~payment~~2008 (the “~~Consent Payment~~Notes”) ofand ~~$2.50~~regarding ~~per~~certain ~~$1,000~~amendments of(the ~~Notes accepted for purchase, for total~~“Proposed ~~consideration~~Amendments”) ofto ~~$202.50~~the ~~per~~indenture ~~$1,000~~governing ofthe Notes, ~~accepted~~between ~~for~~the ~~purchase,~~Company ~~plus accrued~~ and ~~unpaid~~the trustee ~~interest~~for to the ~~Settlement~~Notes ~~Date~~ (asthe ~~defined~~“Indenture”). inThe ~~the~~ Offer ~~to Purchase~~ and ~~Consent~~the Solicitation). expired ~~Holders~~at of5:00 ~~Notes~~p.m., ~~that~~New ~~were~~York ~~validly tendered~~City ~~and~~time, ~~not~~on ~~withdrawn~~Friday, ~~prior~~December 28, to2001 (the “Expiration ~~Consent~~ Date”). ~~will~~The ~~also~~settlement ~~receive~~in the amount of $6,009,287.50 plus accrued ~~Consent~~interest ~~Payment~~was made on ~~any~~Monday, ~~Notes~~December 31, ~~that~~2001. ~~were~~The ~~not~~terms ~~accepted~~of ~~for~~the ~~payment~~Offer ~~because~~and the ~~Offer~~Solicitation ~~was~~are ~~over-subscribed.~~more ~~Holders~~fully ofdescribed ~~all~~in ~~Notes~~the ~~that~~Offer ~~provide~~to ~~their~~Purchase ~~Consents~~and Consent ~~without~~Solicitation, ~~tendering~~dated ~~their~~September 19, ~~Notes~~2001, ~~prior~~as toamended (the ~~Consent~~“Offer ~~Date~~to ~~will receive the Consent Payment~~Purchase”).

OnAs ~~October 11,~~of ~~2001~~5:00 p.m. on the Expiration Date, the Company ~~issued~~had received tenders with respect to $28,825,000 aggregate principal amount of Notes and had received consents (without a ~~press~~tender) ~~release~~with ~~relating~~respect to $68,890,000 aggregate principal amount of Notes, representing the consents of the holders of at least ~~amendment~~a majority in aggregate principal amount of the ~~Offer~~outstanding Notes. The Company and the trustee for the Notes have executed and delivered a First Supplemental Indenture relating to ~~Purchase~~the Indenture and ~~Consent~~effecting ~~Solicitation~~the Proposed Amendments. A copy of the ~~press~~Supplemental ~~release~~Indenture is attached hereto as Exhibit 994.12 and is incorporated herein by reference. Among other things, the Proposed Amendments eliminate the Company’s obligation to furnish information and reports for public availability. Consequently, the Company intends to file a Form 15 with the Securities and Exchange Commission in order to suspend the Company’s duty to file reports under section 13 or 15(d) of the Securities Exchange Act of 1934.

As part of its debt restructuring, the Company has completed an amendment to its existing senior credit facility and obtained a waiver of the default under that facility’s fixed charge coverage covenant. The debt restructuring also includes a new mezzanine multi-draw term debt loan facility in the aggregate principal amount of $33,000,000. The stated maturity of the term loan facility is December 31, 2004. A portion of the proceeds of the new term loan facility was used to fund the Offer and the Solicitation and to fund the January interest payment on the Notes. The Company intends to use the new term loan facility in the future to fund purchases from time to time of the outstanding Notes.

In mid-December 2001, management of the Company determined that the Company had been under-reporting the amount of Whirlpool material related debits on the Business Credit Consolidation Certificates which the Company submits daily to its senior lenders under its revolving credit facility. This under-reporting had the effect of overstating eligible accounts receivables, and in turn, overstating availability under the Company’s revolving credit facility with its senior lenders. Similarly, availability was overstated in the Form 10-Q filed by the Company for the quarterly period ended September 29, 2001. By December 31st, the total overstatement of receivables in the Business Credit Consolidation Certificates was approximately $5 million. This information was disclosed to the Company’s senior lenders who determined not to

declare a default under the existing senior credit facilities as a result of this overstatement. The Company used $5 million of the proceeds of the first drawing under its new term loan facility to pay down the outstanding principal of the revolving loans in order to correspond to the corrected availability and leave some room for additional liquidity.

The Company continues to evaluate its credit relations and has commenced discussions with other lenders to provide replacement senior credit facilities for its existing senior credit facilities.

On December 31, 2001, the Company issued a press release relating to the completion of the Offer and the Solicitation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

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 hereunto duly authorized.

	AMM HOLDINGS, INC.
	AMM Holdings, Inc.
Date: October 11, 2001	By:	/s/ William W. Teeple William W. Teeple Chief Financial Officer
Date: January 23, 2002	By: /s/ William W. Teeple
	William W. Teeple Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Press Release of the Company, dated October 11, 2001.

AMM Supplemental Indenture (excluding Exhibits)

Supplemental Indenture (excluding Exhibits)

Press Release of the Company, dated December 31, 2001.

Filing Compare · AMM HOLDINGS INC