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EX-99.1 - EX-99.1 - Affinia Group Intermediate Holdings Inc.d514513dex991.htm

 

 

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): April 1, 2013

 

 

Affinia Group Intermediate Holdings Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   333-128166-10   34-2022081

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1101 Technology Drive, Ann Arbor, Michigan   48108
(Address of principal executive offices)   (Zip Code)

(734) 827-5400

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ 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

The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On April 1, 2013, Affinia Group Inc., a wholly-owned subsidiary of the registrant, distributed a confidential information memorandum to prospective lenders in connection with proposed financing activities. Excerpts from the confidential information memorandum are furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit 99.1 – Excerpts from Confidential Information Memorandum distributed by Affinia Group Inc. on April 1, 2013.

 

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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.

 

  AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
Date: April 1, 2013   By:  

/s/    Steven E. Keller        

  Name:   Steven E. Keller
  Title:   General Counsel

 

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