Schedule 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨

   Preliminary Proxy Statement    ¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

   Definitive Proxy Statement      

¨

   Definitive Additional Materials      

x

   Soliciting Material Pursuant to §240.14a-12      

Keystone Automotive Industries, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which the transaction applies:

  

 
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  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

 
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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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    CONTACT:    Gary S. Maier
     Maier & Company, Inc.
     (310) 442-9852

KEYSTONE AUTOMOTIVE INDUSTRIES

REPORTS RECORD FISCAL 2008 FIRST QUARTER RESULTS

— Net Income Up 20.8 Percent —

POMONA, CA – August 2, 2007 –Keystone Automotive Industries, Inc. (Nasdaq Global Market: KEYS) today reported record earnings and sales for its fiscal 2008 first quarter ended June 29, 2007, supported by ongoing industry demand for generic automotive replacement parts and management’s continued focus on operating leverage.

Net income for the fiscal first quarter climbed 20.8 percent to $7.4 million, or $0.44 per diluted share, from $6.1 million, or $0.37 per diluted share, a year ago. Operating income increased 15.2 percent to $11.6 million from $10.0 million a year ago, reflecting continued sales growth and operating leverage. Operating margin was 6.4 percent compared with 6.0 percent a year earlier. Net sales for the fiscal first quarter climbed 7.8 percent to $180.7 million from $167.7 million last year. Same store sales growth for the first quarter was 6.6 percent.

Gross margin for the fiscal first quarter was 45.0 percent compared with 44.2 percent last year, reflecting continued improvement in gross margin offset by additional cross-dock expense of approximately $300,000 as the company continues the rollout of its cross-dock initiative. The company opened its sixth cross-dock operation during the quarter at its Linthicum, Maryland location.

“The company’s solid performance for the quarter reflects continued benefits derived from our team’s focus on parts availability throughout the network and the continued implementation of strategic initiatives to support these efforts,” said Rick Keister, president and chief executive officer.

He noted that the company’s start-up bumper remanufacturing operation in Mexico continues to proceed on schedule. Keister added that the operation generated an after-tax profit of approximately $137,000 for the first time since its establishment last year.

Keister indicated that lights, bumpers and crash parts contributed 68.4 percent of total sales for the fiscal first quarter, with bumper sales increasing 12.4 percent and light sales climbing 10.5 percent compared with the same period a year earlier.

 

(more)


Keystone Automotive Industries, Inc.

 

As recently announced, the company has signed a definitive merger agreement with LKQ Corporation (NasdaqGS: LKQX) in which LKQ will acquire all of the outstanding shares of Keystone. The merger is subject to the approval of Keystone’s shareholders, regulatory approvals and other customary conditions. It is expected to close early in the fourth quarter of calendar 2007. In light of the pending merger agreement, Keystone will not host an investor conference call in conjunction with the release of its fiscal 2008 first quarter results.

Additional Information and Where to Find It

In connection with the proposed merger, Keystone has agreed to file a proxy statement and other documents with the Securities and Exchange Commission (“SEC”). Keystone’s stockholders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about Keystone and the proposed transaction. The proxy statement will be mailed to the stockholders of Keystone. Investors, security holders and other interested parties may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. The proxy statement and such other documents may also be obtained for free by going to Keystone’s investor relations page on its corporate website at www.keystone-auto.com or by directing such request to Keystone Automotive Industries, Inc., 655 Grassmere Park Drive, Nashville, TN 37211, Attn: Corporate Secretary.

In addition, Keystone and its officers and directors may be deemed to be participants in the solicitation of proxies from Keystone’s stockholders with respect to the proposed transaction. Information concerning the interests of Keystone’s participants in the solicitation is set forth in the company’s proxy statements and Annual Reports on Form 10-K, and any interests that Keystone’s participants have in the proposed transaction will be available in the proxy statement to be filed in connection with the proposed transaction. LKQ may be deemed to be participating in the solicitation of Keystone’s stockholders in favor of the approval of the merger as well. Information concerning LKQ’s directors and executive officers is set forth in LKQ’s proxy statements and Annual Reports on Form 10-K filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by going to LKQ’s investor relations page on its corporate website at www.lkqcorp.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

(more)


Keystone Automotive Industries, Inc.

 

About Keystone

Keystone Automotive Industries, Inc. distributes its products primarily to collision repair shops through its 137 distribution facilities, of which 22 serve as regional hubs, located in 39 states and Canada. Its product lines consist of automotive body parts, bumpers, and remanufactured alloy wheels, as well as paint and other materials used in repairing a damaged vehicle. These products are sold to more than 25,000 repair shops throughout the United States and Canada.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting the company will be those anticipated by the company. Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors, including but not limited to statements regarding the proposed Keystone and LKQ merger; the ability to achieve the initiatives in place for fiscal 2008; the impact of increased competition and the aggressive actions being taken by certain car manufacturers to negatively impact the aftermarket collision replacement parts industry, including patenting vehicle parts sold by the aftermarket, instituting litigation relating to alleged trademark violations and lobbying state legislatures to adopt legislation favoring the OEM’s; the impact on the company as a result of actions which have been, or in the future may be, taken by insurance companies with respect to the use of aftermarket products in the repair of vehicles; the pending matter before the ITC, and the associated costs of litigation. Reference is also specifically made to the “Risk Factors” section set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) for the fiscal year ended March 31, 2007 and in Part II, Item 1A of its Form 10-Qs filed with the SEC thereafter for additional information on the risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

#    #    #

(Financial tables follow)


KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(In thousands, except share)

(Unaudited)

 

     

Thirteen

Weeks Ended
June 29, 2007

   

Thirteen

Weeks Ended
June 30, 2006

 

Net sales

   $ 180,678     $ 167,673  

Cost of sales

     99,340       93,605  
                

Gross profit

     81,338       74,068  

Operating expenses:

    

Selling and distribution

     49,959       48,428  

General and administrative

     19,800       15,593  
                
     69,759       64,021  
                

Operating income

     11,579       10,047  

Other income

     571       330  

Interest expense

     (1 )     (186 )
                

Income before income taxes

     12,149       10,191  

Income taxes

     4,784       4,092  
                

Net income

   $ 7,365     $ 6,099  
                

Per Common Share:

    

Net income per share:

    

Basic

   $ 0.45     $ 0.38  
                

Diluted

   $ 0.44     $ 0.37  
                

Weighted average common shares outstanding:

    

Basic

     16,389       16,196  
                

Diluted

     16,589       16,407  
                

Note: The preliminary condensed consolidated statements of income have been prepared on a basis consistent with the company’s previously prepared statements of income filed with the Securities and Exchange Commission for its prior quarter and annual reports, but do not include the footnotes required by generally accepted accounting principles for complete financial statements.


KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     June 29,
2007
   March 30,
2006
 
     (Unaudited)    (Unaudited)  

ASSETS

     

Current Assets:

     

Cash and cash equivalents

   $ 20,350    $ 20,593  

Accounts receivable, net of allowance of $998 at June 2007 and $843 at March 2007

     60,090      65,154  

Inventories, primarily finished goods

     144,388      133,877  

Other current assets

     16,915      19,075  
               

Total current assets

     241,743      238,699  

Plant, property and equipment, net

     39,076      39,056  

Goodwill

     43,087      39,568  

Other intangibles, net of accumulated amortization of $2,013 at June 2007 and $1,932 at March 2007

     1,036      1,017  

Other assets

     9,927      8,640  
               

Total assets

   $ 334,869    $ 326,980  
               

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current Liabilities:

     

Accounts payable

   $ 29,152    $ 36,053  

Accrued liabilities

     30,450      27,209  
               

Total current liabilities

     59,602      63,262  

Other long-term liabilities

     6,148      3,687  

Commitments and contingencies

     —        —    

Shareholders’ Equity:

     

Preferred stock, no par value:

     

Authorized shares—3,000

     

None issued and outstanding

     —        —    

Common stock, no par value:

     

Authorized shares—50,000

     

Issued and outstanding shares 16,414 at June 2007 and 16,371at March 2007, at stated value

     102,730      101,661  

Additional paid-in capital

     15,832      15,000  

Retained earnings

     150,340      143,683  

Accumulated other comprehensive income (loss)

     217      (313 )
               

Total shareholders’ equity

     269,119      260,031  
               

Total liabilities and shareholders’ equity

   $ 334,869    $ 326,980  
               

Note: The preliminary condensed consolidated balance sheets have been prepared on a basis consistent with the company’s previously prepared balance sheets filed with the Securities and Exchange Commission for its prior quarter and annual reports, but do not include the footnotes required by generally accepted accounting principles for complete financial statements.