-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cv2PdyGndLOanDpWA5esQLI4lOAyiCiymUAr+h9jpscTveeZPrWAm5odF7X7rKjz +vH/i9B6pOH5BMhYSov/aA== 0000950136-07-004162.txt : 20070613 0000950136-07-004162.hdr.sgml : 20070613 20070613172257 ACCESSION NUMBER: 0000950136-07-004162 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Holdings Inc. CENTRAL INDEX KEY: 0001320461 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 201945088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124582-10 FILM NUMBER: 07918088 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FORMER COMPANY: FORMER CONFORMED NAME: CSA Acquisition Corp. DATE OF NAME CHANGE: 20050311 424B3 1 file1.htm FORM 424B3

Filed Pursuant to Rule 424(b)3
Registration File No. : 333-124582-10


Supplement No. 2 to market-making prospectus dated May 19, 2007
The date of this Supplement is June 13, 2007
On June 1, 2007, Cooper Standard Holdings Inc. filed the attached Current Report on Form 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):  June 6, 2007



COOPER-STANDARD HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)


Delaware

(State or Other Jurisdiction

of Incorporation)

333-123708

(Commission

File Number)

20-1945088

(IRS Employer

Identification No.)


39550 Orchard Hill Place Drive

Novi, Michigan 48375

(Address of Principal Executive Offices) (Zip Code)


(248) 596-5900

 (Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


                            



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 7.01.

Regulation FD Disclosure


On June 6, 2007, Cooper-Standard Automotive Inc. (the “Company”), a wholly-owned subsidiary of Cooper-Standard Holdings Inc., issued a press release announcing that the Company had signed a Memorandum of Understanding with Automotive Sealing Systems S.A. providing for the acquisition by the Company of Metzler Automotive Profile Systems sealing systems operations in Germany, Italy, Poland and Belgium, including joint venture interests in India and China.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


(d)

Exhibits.

Exhibit No.

Description

99.1

Cooper-Standard Automotive Inc. press release, dated June 6, 2007.

 

 









SIGNATURE


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.

COOPER-STANDARD HOLDINGS INC.



By:    /s/ Timothy W. Hefferon                           

Timothy W. Hefferon

Vice President, General Counsel and Secretary



Date:  June 6, 2007









COOPER-STANDARD HOLDINGS INC.


Exhibit Index to Current Report on Form 8-K




Exhibit

Number


99.1

Cooper-Standard Automotive Inc. press release, dated June 6, 2007.





EX-99.1 2 file2.htm PRESS RELEASE

Exhibit 99.1


 


Contacts:

Barry Von Lanken

Cooper-Standard Automotive

(260) 927-3314

bgvonlanken@cooperstandard.com


Dick Pacini

The Millerschin Group

(248) 276-1970

dpacini@millerschingroup.com



Cooper-Standard Automotive to Acquire Certain Operations of
Metzeler Automotive Profile Systems in Europe and Asia

 

Novi, Mich. – June 6, 2007 – Cooper-Standard Automotive Inc. today announced it has signed a Memorandum of Understanding with Automotive Sealing Systems S.A. providing for the acquisition by Cooper-Standard of Metzeler Automotive Profile Systems (MAPS) sealing systems operations in Germany, Italy, Poland and Belgium, including joint venture interests in India and China.  The transaction, which is subject to the execution of a definitive purchase agreement and other conditions including regulatory approvals, is expected to close in the third quarter of 2007.  Cooper-Standard’s principal shareholders, Goldman Sachs Capital Partners and The Cypress Group will invest new equity in Cooper-Standard as part of the financing of the acquisition.  


The MAPS operations to be acquired include eight manufacturing facilities in Europe and participations in joint ventures in India and China.  The consolidated annual sales of these businesses were approximately $400 million in 2006.  Fiat, BMW, Daimler and Volkswagen Group are among the largest customers of the businesses being acquired.


Cooper-Standard Automotive is a global leader in each of its product lines, which include body & chassis systems and fluid handling systems. The addition of the MAPS businesses will strongly complement Cooper-Standard’s current business in terms of customer base and geographic footprint, with limited overlap.  MAPS is a leader in Europe in the development and manufacture of complete automotive weathersealing systems, and the MAPS businesses to be acquired also produce rubber compounds and sheeting products for various industries.


Jim McElya, Chairman and CEO of Cooper-Standard Automotive, said:  “This will be a very positive acquisition for Cooper-Standard.  The addition of these Metzeler businesses will significantly expand Cooper-Standard’s manufacturing footprint outside of North America and supports our strategy of diversifying our customer base.  The share of our direct sales attributable to our traditional North American original equipment customers will be reduced from approximately 62% to 54%. This will further establish Cooper-Standard Automotive as a major supplier in the global automotive supply market.






Exhibit 99.1


   

Ed Hasler, President and COO of Cooper-Standard, said:  "Both Cooper-Standard and the MAPS operations we are acquiring have a legacy of technical excellence in the design and manufacture of innovative sealing products.  Combining this technical strength with our excellent customer service and global support will help us remain the leader in sealing products for worldwide automotive applications."


About Cooper-Standard Automotive
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., specializes in the manufacture and marketing of systems and components for the global automotive industry. Its primary businesses include Body and Chassis Systems, consisting of sealing, noise, vibration, and harshness control parts, and Fluid Handling Systems, consisting of subsystems and components that direct, control, measure, and transport fluids and vapors throughout a vehicle. Cooper-Standard Automotive Inc. employs more than 16,000 across 62 facilities in 15 countries. For more information, visit the company's Web site at: www.cooperstandard.com.


Since 1986, Goldman Sachs has raised thirteen private equity and mezzanine investment funds aggregating $56 billion of capital commitments. GS Capital Partners is the private equity vehicle through which The Goldman Sachs Group, Inc., conducts its privately negotiated corporate equity investment activities. GS Capital Partners is currently investing its GS Capital Partners VI fund. GS Capital Partners is a global private equity group with a focus on large, sophisticated business opportunities in which value can be created through leveraging the resources of Goldman Sachs.


The Cypress Group is a private equity investment firm managing more than $3.5 billion of capital. Cypress has an extensive track record of making growth-oriented investments in targeted industry sectors and building equity value alongside proven management teams.



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