8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 15, 2000 ----------------- U.S. AGGREGATES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15217 57-0990958 -------------------------------------------------------------------------------- (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Incorporation) Identification No.) 400 SOUTH EL CAMINO REAL, SUITE 500, SAN MATEO, CA 94402 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (650) 685-4880 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. Amendment to Senior Credit Facility --------------------------------------- The Company has entered into a Fourth Amendment with our existing lenders pursuant to our senior secured credit facility effective September 29, 2000. The facility provides the Company with a $90 million revolving line of credit and a $105 million term loan. The term loan consists of an "A" tranche and a "B" tranche. The term loan A accrues interest at a rate per annum based on the Eurodollar rate plus a spread of 2.00% to 3.50% and the term loan B accrues interest at a rate per annum based on the Eurodollar rate plus a spread of 3.25% to 4.00%. The term loan A matures in March 2004 and the term loan B matures in March 2006. The Revolving facility of $90 million will be automatically and permanently reduced over the next three years and terminates on June 2004. The agreement also amends the following, amongst other matters, minimum interest coverage ratio, minimum fixed charge coverage ratio, maximum leverage ratios, a minimum EBITDA, limitations on capital expenditures and acquisitions, the use of proceeds from the sale of assets, and limitations on the Company's ability to pay dividends. A copy of the agreement is attached hereto as Exhibit 10.1. Amendment to Senior Subordinated Notes ------------------------------------------ The Company has also similarly amended its agreements with the holders of our existing senior subordinated notes to parallel the covenants in the Fourth Amendment to our senior secured credit facility. Our $30 million senior subordinated notes interest rate is 12% per annum, which matures in November 2006. Our $15 million senior subordinated notes interest rate is 12% per annum, which matures in November 2008. In addition both senior subordinated notes will accrue interest at a rate per annum of 2%, which is not paid in cash until the maturity of these notes. A copy of the agreement is attached hereto as Exhibit 10.2. ITEM 7. EXHIBITS. Exhibit 10.1 Fourth Amendment to Third Amended and Restated Credit Agreement dated as of September 29, 2000 by and among the Company, various financial institutions and Bank of America National Trust and Savings Association, individually and as agent Exhibit 10.2 Amendment No. 3 to Amended and Restated Note and Warrant Purchase Agreement dated as of September 29, 2000 by and between the Company and The Prudential Insurance Company of America 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 THEREUNTO DULY AUTHORIZED. U.S. AGGREGATES, INC. Date: November 27, 2000 By: /s/ Michael J. Stone ------------------- -------------------------------- Michael J. Stone Chief Financial Officer, Treasurer and Secretary