-----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, UIJ+pX8lnLiY2nU0Sc+U6RqMADy8rrMNtb+5PykToG/0VpuNHEX1anBpvhJlBzu4 iobN6DBZr20rtLFh7ikdEQ== 0001083750-03-000029.txt : 20031217 0001083750-03-000029.hdr.sgml : 20031217 20031217172813 ACCESSION NUMBER: 0001083750-03-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031201 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANDLER USA INC CENTRAL INDEX KEY: 0001083750 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 731325906 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15135 FILM NUMBER: 031060728 BUSINESS ADDRESS: STREET 1: 1010 MANVEL AVE CITY: CHANDLER STATE: OK ZIP: 74834 BUSINESS PHONE: 4052580804 MAIL ADDRESS: STREET 1: 1010 MANVEL AVE CITY: CHANDLER STATE: OK ZIP: 74834 8-K 1 cusa8kedg1203.txt CHANDLER (U.S.A.), INC. 12/1/03 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): DECEMBER 1, 2003 CHANDLER (U.S.A.), INC. (Exact name of registrant as specified in its charter) OKLAHOMA 1-15135 73-1325906 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1010 MANVEL AVENUE CHANDLER, OKLAHOMA 74834 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (405) 258-0804 ================================================================================ PAGE 1 ITEM 5. OTHER EVENTS Chandler (U.S.A.), Inc. ("Chandler USA"), The Bank of New York Trust Company of Florida, N.A. as trustee, and the holders of a majority of the outstanding principal amount of Chandler USA's 8.75% senior debentures due 2014 (the "Debentures") have further amended the indenture under which the Debentures were issued. The amendment is effective December 1, 2003 and is the second amendment to the indenture. The amendment repeals sections 2, 3, 4, 6, 7, 8, 9 and 10 of the first amendment to the indenture which was effective May 13, 2003, and it permits a subsidiary of Chandler USA to incur or suffer to exist debt or issue preferred stock, including capital securities, if such subsidiary was organized, created or formed after July 16, 1999. Chandler Capital Trust II ("Chandler Trust II") is a Delaware statutory business trust that was established on December 4, 2003 and is a wholly owned consolidated subsidiary of Chandler USA. On December 16, 2003, Chandler Trust II issued $7.0 million of capital securities (the "Trust Preferred Securities") to InCapS Funding II, Ltd., an unaffiliated company established under the laws of the Cayman Islands, in a private transaction. Distributions on the Trust Preferred Securities are payable quarterly at a floating rate of 4.10% over LIBOR (LIBOR is recalculated quarterly and the interest rate may not exceed 12.5% prior to January 8, 2009) beginning April 8, 2004. The Trust Preferred Securities are subject to a mandatory redemption on January 8, 2034, but they may be redeemed after five years at par. All payments by Chandler Trust II regarding the Trust Preferred Securities are guaranteed by Chandler USA. The sale of the Trust Preferred Securities resulted in net proceeds of $6.7 million to Chandler USA, net of placement costs. Chandler USA used $5.8 million of the proceeds to purchase $6.7 million principal amount of its outstanding Debentures. The Debentures purchased by Chandler USA have been cancelled. The purchase and cancellation of the Debentures resulted in a pre-tax gain of $879,000, net of an adjustment to unamortized issuance costs. The remaining proceeds will be used by Chandler USA for general corporate purposes. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 4.1 Second Amendment to Indenture effective December 1, 2003 constituting the Second Amendment to the Indenture dated as of July 16, 1999, between Chandler (U.S.A.), Inc., and The Bank of New York Trust Company of Florida, N.A. as successor trustee to U.S. Trust Company of Texas, N.A., as Trustee regarding the 8.75% senior debentures due 2014 issued by Chandler (U.S.A.), Inc. PAGE 2 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. CHANDLER (U.S.A.), INC. Date: December 16, 2003 By: /s/ W. Brent LaGere ------------------------------------- W. Brent LaGere Chairman of the Board and Chief Executive Officer (Principal Executive Officer) PAGE 3 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 4.1 Second Amendment to Indenture effective December 1, 2003 constituting the Second Amendment to the Indenture dated as of July 16, 1999, between Chandler (U.S.A.), Inc., and The Bank of New York Trust Company of Florida, N.A. as successor trustee to U.S. Trust Company of Texas, N.A., as Trustee regarding the 8.75% senior debentures due 2014 issued by Chandler (U.S.A.), Inc. EX-4.1 3 amndmnt2nd.txt SECOND AMENDMENT TO INDENTURE EXHIBIT 4.1 SECOND AMENDMENT TO INDENTURE This Second Amendment to Indenture (the "SECOND AMENDMENT") is entered into effective as of December 1, 2003 (the "EFFECTIVE DATE"), by and among the undersigned and constitutes the Second Amendment to the Indenture dated as of July 16, 1999 (the "INDENTURE"), between Chandler (U.S.A.), Inc. (the "COMPANY"), and the Bank of New York Trust Company of Florida, N.A., as successor Trustee to U.S. Trust Company of Texas, N.A., regarding the 8.75% Senior Debentures due 2014 issued by the Company (the "DEBENTURES") as previously amended by the First Amendment to Indenture entered into effective May 13, 2003, between the Company, the Trustee and certain holders of Debentures (the "FIRST AMENDMENT"). WHEREAS, the Indenture was made and entered into as of July 16, 1999, between the Company and U.S. Trust Company of Texas N.A., as trustee; and WHEREAS, as a result of various transactions the Bank of New York Trust Company of Florida, N.A., became the successor trustee to the Indenture and is referred to hereinafter as "TRUSTEE"; WHEREAS, pursuant to Section 8.2 of the Indenture, the First Amendment was entered into effective as of May 13, 2003 (the "FIRST AMENDMENT") (the Indenture, as amended by the First Amendment, is herein referred to as the "AMENDED INDENTURE"); WHEREAS, the Company, Trustee, and the holders of at least a majority of the principal amount ("HOLDERS") of the Debentures outstanding as of the Effective Date under the Indenture have deemed it desirable to further amend the Indenture so as to repeal certain amendments effected by the First Amendment and to further amend the Indenture as set forth in this Second Amendment; and WHEREAS, the Company and Southwest Securities, Inc. have entered into that certain letter agreement dated as of the Effective Date for the purchase of certain Debentures issued pursuant to the Indenture (the "PURCHASE AGREEMENT"); NOW, THEREFORE, the Company, Trustee, and the undersigned Holders agree as follows: 1. The amendments to the Indenture effected by Sections 2, 3, 4, 6, 7, 8, 9 and 10 of the First Amendment are hereby repealed in their entirety and, except as hereinafter amended by this Second Amendment, the sections of the Indenture amended by such sections of the First Amendment shall from and after the Effective Date be read and construed as originally stated in the Indenture and as existing prior to the First Amendment. 2. Section 4.3 of the Amended Indenture is hereby amended to read in its entirety as follows: "SECTION 4.3 LIMITATION ON SUBSIDIARY DEBT AND PREFERRED STOCK. The Company shall not permit any Subsidiary of the Company to Incur or suffer to exist any Debt or issue any Preferred Stock except for Permitted Debt and Preferred Stock; provided, however, a Subsidiary may Incur or suffer to exist Debt or issue Preferred Stock, including capital securities, if such Subsidiary was organized, created or formed after July 16, 1999." PAGE 1 3. This Second Amendment shall cease to be effective and shall be void AB INITIO if the Company shall not have complied with its obligations under the Purchase Agreement and purchased (or irrevocably tendered payment for the purchase of) all the Requisite Debentures (as defined in the Purchase Agreement) within the time periods and on the terms set forth in the Purchase Agreement. This Second Amendment is hereby agreed to by the Trustee and the Company and consented to by the undersigned effective as of the Effective Date. BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. By: /s/ Patrick Giordano ----------------------------------------------- Patrick Giordano, Vice President CHANDLER (U.S.A.), INC. By: /s/ W. Brent LaGere ------------------------------------------------------- W. Brent LaGere, Chairman of the Board and Chief Executive Officer The undersigned, Southwest Securities, Inc. states that as of the Effective Date it is the Holder of $6,746,000 in principal amount of the Debentures currently outstanding and hereby consents to the Second Amendment. SOUTHWEST SECURITIES, INC. By: /s/ William D. Felder ------------------------------------------------------- William D. Felder, Executive Vice President The undersigned, Guy Carpenter & Company states that as of the Effective Date it is the Holder of $2,500,000 in principal amount of the Debentures currently outstanding and hereby consents to the Second Amendment. GUY CARPENTER AND COMPANY By: /s/ Michael J. Borik ------------------------------------------------------- Michael J. Borik, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----