-----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, NLFxCPdzsIV5VvYYzAGXOzMF4c1gi/WZH7+p9B1GFwU7dzBhM+s/otMRYQdNjxB2 TviteEBLYyXtGKkMuERZPw== 0000950144-99-001059.txt : 19990208 0000950144-99-001059.hdr.sgml : 19990208 ACCESSION NUMBER: 0000950144-99-001059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDMERE DURABLE HOLDINGS INC CENTRAL INDEX KEY: 0000217084 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 591028301 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10177 FILM NUMBER: 99522206 BUSINESS ADDRESS: STREET 1: 5980 MIAMI LAKES DR CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3053622611 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: WINDMERE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY INDUSTRIES INC DATE OF NAME CHANGE: 19830815 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY BARBER & BEAUTY SUPPLIES INC DATE OF NAME CHANGE: 19770626 8-K 1 WINDMERE-DURABLE HOLDINGS, INC. FORM 8-K 12/29/98 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 29, 1998 WINDMERE-DURABLE HOLDINGS, INC. ------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA ------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-10177 59-1028301 ------- ---------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) WINDMERE-DURABLE HOLDINGS, INC. 5980 MIAMI LAKES DRIVE MIAMI LAKES, FLORIDA 33014 -------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 362-2611 -------------- 2 ITEM 5. OTHER EVENTS. On December 29, 1998, Windmere-Durable Holdings, Inc., each of its subsidiaries party thereto, each of the lenders party thereto and NationsBank, National Association, as agent for the lenders party to the Amended and Restated Credit Agreement dated as of August 7, 1998, entered into Amendment No. 1 to Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement has been amended to, among other things, change the applicable interest rates for loans made pursuant to the Agreement, to reduce, through December 31, 1999, the maximum amount of Revolving Credit Outstandings permitted to $110 million from $160 million and to change certain financial covenants. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 10.1 Amendment No. 1 to Amended and Restated Credit Agreement by and among Windmere-Durable Holdings, Inc., each of its subsidiaries party thereto, each of the lenders party thereto and NationsBank, National Association as agent for the lenders, dated December 28, 1998. 2 3 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. WINDMERE-DURABLE HOLDINGS, INC. Date: February 5, 1999 By: /s/ Harry D. Schulman ---------------------------- Harry D. Schulman 3 4 INDEX TO EXHIBITS ITEM NUMBER EXHIBIT 10.1 Amendment No. 1 to Amended and Restated Credit Agreement by and among Windmere-Durable Holdings, Inc., each of its subsidiaries party thereto, each of the lenders party thereto and NationsBank, National Association as agent for the lenders, dated December 28, 1998. 4 EX-10.1 2 AMENDT. #1 TO AMENDED & RESTATED CREDIT AGREEMENT 1 EXHIBIT 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made and entered into as of this 29th day of December, 1998 by and between WINDMERE-DURABLE HOLDINGS, INC., a Florida corporation (the "Borrower"), EACH OF THE SUBSIDIARIES OF THE BORROWER SIGNATORY HERETO (collectively, the "Guarantors"), the LENDERS SIGNATORY HERETO (the "Lenders") and NATIONSBANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, in its capacity as agent for the Lenders (the "Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Agent and the Lenders have entered into an Amended and Restated Credit Agreement dated as of August 7, 1998 (as amended hereby and as from time to time further amended, supplemented or replaced, the "Credit Agreement"); WHEREAS, the Borrower has requested and the Agent and the Lenders have agreed, subject to the terms and conditions of this Agreement, to amend certain financial covenants contained in the Credit Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions herein set forth, it is hereby agreed as follows: 1. DEFINITIONS. The term "Credit Agreement" as used herein and in the Credit Agreement and the other Loan Documents shall mean the Credit Agreement as hereby amended and as from time to time further amended or modified. Unless the context otherwise requires, all capitalized terms used herein without definition shall have the respective meanings provided therefor in the Credit Agreement. 2. AMENDMENT TO CREDIT AGREEMENT. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows: (a) The definition of "Applicable Margin" in Section 1.2 of the Credit Amendment is hereby deleted and the following new definition is inserted in replacement thereof: "Applicable Margin" means that percent per annum set forth below, which shall be based upon the Consolidated Leverage Ratio for the period of four consecutive fiscal quarters most recently ended as specified below: 2
- ---------------------------------------------------------------------------------------------------------- Applicable Margin for Applicable Eurodollar Applicable Applicable Margin for Rate Loans Margin for Base Margin for Base Eurodollar Rate that are Rate Loans that Rate Loans that Loans that are Segments of are Revolving are Segments of Revolving Loans Term Loan B Loans or Term Loan B Consolidated or Segments of and Term Loan Segments of and Term Loan Tier Leverage Ratio Term Loan A C Term Loan A C - --------------------------------------------------------------------------------------------------------- I Equal to or less 1.75% 2.75% .75% 1.75% than 4.00 to 1.00 - --------------------------------------------------------------------------------------------------------- II Greater than 4.00 2.00% 2.75% 1.00% 1.75% to 1.00 and less than or equal to 4.50 to 1.00 - --------------------------------------------------------------------------------------------------------- III Greater than 4.50 2.25% 3.00% 1.25% 2.00% to 1.00 and less than or equal to 5.00 to 1.00 - --------------------------------------------------------------------------------------------------------- IV Greater than 5.00 2.50% 3.00% 1.50% 2.00% to 1.00 and less than or equal to 5.00 to 1.00 - --------------------------------------------------------------------------------------------------------- V Greater than 6.00 2.75% 3.375 1.50% 2.00% to 1.00 - ---------------------------------------------------------------------------------------------------------
The Applicable Margin shall be established at the end of each fiscal quarter of the Borrower (each, a "Determination Date"). Any change in the Applicable Margin following each Determination Date shall be determined based upon the computations set forth in the certificate furnished to the Agent pursuant to SECTION 9.1(a) and (b) hereof, subject to review and confirmation of such computations by the Agent, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such certificate is received (or, if earlier, the date such certificate was required to be delivered) until the first Business Day following the date on which a new certificate is delivered or is required to be delivered, whichever shall first occur; PROVIDED HOWEVER, if the Borrower shall fail to deliver any such certificate within the time period required by SECTION 9.1 hereof, then the Applicable Margin shall be Tier V until the appropriate certificate is so delivered; and PROVIDED FURTHER, that from December 30, 1998 through the Effective Date first occurring after December 31, 1999, the Applicable Margin shall be set forth in Tier V. (b) Section 3.1 of the Credit Agreement is hereby amended by adding a new clause (d) at the end thereof which shall read as follows: 2 3 (d) LIMITATION ON REVOLVING CREDIT OUTSTANDINGS. In addition to the limitation on Revolving Credit Outstandings set forth elsewhere in this Agreement, the Borrower agrees that from the Closing Date through December 31, 1999 it shall not permit the amount of Revolving Credit Outstandings on any date to exceed $110,000,000; provided that this limitation on Revolving Credit Outstandings shall remain in place on and after December 31, 1999 if and for so long as any Event of Default has occurred and is continuing. If at any time there shall be Revolving Credit Outstandings in excess of $110,000,000, the Borrower shall immediately make such payments and prepayments as shall be necessary to comply with the restriction contained in this section. (c) Section 10.22(b) of the Credit Agreement is hereby deleted and the following new subsection (b) is inserted in replacement thereof: (b) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit Consolidated Fixed Charge Coverage Ratio to be less than the ratio indicated below at any time during the period indicated: Closing Date through March 31, 1999 .80 to 1.00 April 1, 1999 through June 30, 1999 .60 to 1.00 July 1, 1999 through September 30, 1999 .75 to 1.00 October 1, 1999 through September 30, 2000 1.10 to 1.00 October 1, 2000 and thereafter 1.50 to 1.00 (d) Section 10.22(c) of the Credit Agreement is hereby deleted and the following new subsection (c) is inserted in replacement thereof: (c) CONSOLIDATED INTEREST COVERAGE RATIO. Permit Consolidated Interest Coverage Ratio to be less than the ratio indicated below at any time during the period indicated: Closing Date through March 31, 1999 1.80 to 1.00 3 4 April 1, 1999 through June 30, 1999 1.60 to 1.00 July 1, 1999 through September 30, 1999 1.70 to 1.00 October 1, 1999 through September 30, 2000 2.25 to 1.00 October 1, 2000 and thereafter 3.00 to 1.00 (c) Section 10.22(d) of the Credit Agreement is hereby deleted and the following new subsection (d) is inserted in replacement thereof: (d) CONSOLIDATED LEVERAGE RATIO. Permit Consolidated Leverage Ratio to be greater than the ratio indicated below at any time during the period indicated: April 1, 1999 through September 30, 1999 6.25 to 1.00 October 1, 1999 through March 31, 2000 5.00 to 1.00 April 1, 2000 through September 30, 2000 4.50 to 1.00 October 1, 2000 through June 30, 2001 3.00 to 1.00 July 1, 2001 through September 30, 2001 3.50 to 1.00 October 1, 2001 and thereafter 3.00 to 1.00 (f) Section 10.22(e) of the Credit Agreement is hereby deleted and the following new subsection (e) is inserted in replacement thereof: 4 5 (e) CONSOLIDATED EBITDA. Permit Consolidated EBITDA to be less than the amount indicated below at the date indicated: Fourth fiscal quarter end 1998 $36,000,000 First fiscal quarter end 1999 $39,000,000 3. AMENDMENT FEE. The Borrower agrees to pay to the Agent for the benefit of the Lenders signatory hereto on the effective date of this Agreement and amendment fee (the "Amendment Fee") equal to .20% of the aggregate Commitments of the Lenders signatory hereto, which fee shall be earned as of such date and shall be allocated among the Lenders based upon their respective Commitment. 4. BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement (other than Section 8.6(b) to the extent certain material adverse changes in the condition of the Borrower and its Subsidiaries have been disclosed to the Agent and the Lenders) are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(c) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower and each Guarantor has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof. (c) There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries since the date of the most recent financial reports of the Borrower delivered under Section 9.1 of the Credit Agreement; (d) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default on the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both. 5. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, signed by all the parties hereto, specifying such change, 5 6 modification, waiver or cancellation of such terms or conditions, or of any proceeding or succeeding breach thereof. 6. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. 7. COUNTERPARTS. This Agreement may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument. 8. ENFORCEABILITY. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 6 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. BORROWER: WINDMERE-DURABLE HOLDINGS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer AGENT: NATIONSBANK, NATIONAL ASSOCIATION, as Agent for the Lenders By: /s/ Andrew M. Airheart --------------------------- Name: Andrew M. Airheart Title: Senior Vice President LENDERS: NATIONSBANK, NATIONAL ASSOCIATION By: /s/ Andrew M. Airheart --------------------------- Name: Andrew M. Airheart Title: Senior Vice President ABN AMRO BANK N.V. By: /s/ Deborah Day Ovozco --------------------------- Name: Deborah Day Ovozco Title: Vice President ABN AMRO BANK N.V. By: /s/ Robert Lozano --------------------------- Name: Robert Lozano Title: Vice President 7 8 BANKATLANTIC By: /s/ Ana C. Bolduc --------------------------- Name: Ana C. Bolduc Title: Senior Vice President BANK LEUMI LE-ISRAEL By: /s/ Joseph F. Realini --------------------------- Name: Joseph F. Realini Title: Vice President SCOTIABANC INC. By: /s/ Frank F. Sandler --------------------------- Name: Frank F. Sandler Title: Relationship Manager PARIBAS By: /s/ --------------------------- Name: Title: By: /s/ --------------------------- Name: Title: BARCLAYS BANK PLC By: /s/ Gregory Roll --------------------------- Name: Gregory Roll Title: Vice President 8 9 BHF-BANK ATKIENGESELLSCHAFT By: /s/ --------------------------- Name: Title: CREDITANSTALT CORPORATE FINANCE, INC. By: /s/ --------------------------- Name: Title: By: /s/ --------------------------- Name: Title: ERSTE BANK NEW YORK By: /s/ John S. Runnion --------------------------- Name: John S. Runnion Title: First Vice President By: /s/ Arcinee Hovanessian --------------------------- Name: Arcinee Hovanessian Title: Vice President FLEET BANK, N.A. By: /s/ Thomas J. Levy --------------------------- Name: Thomas J. Levy Title: Vice President IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION By: /s/ Jamie Harney --------------------------- Name: Jamie Harney Title: Vice President 9 10 THE LONG-TERM CREDIT BANK OF JAPAN, LTD. By: /s/ Akihiko Haruyama --------------------------- Name: Akihiko Haruyama Title: Head of Southeast Region THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Toshihiro Hayashi --------------------------- Name: Toshihiro Hayashi Title: Senior Vice President NATIONAL BANK OF CANADA By: /s/ Michael Bloomenfeld --------------------------- Name: Michael Bloomenfeld Title: Vice President & Manager SANWA BUSINESS CREDIT CORPORATION By: /s/ Stanley Kaminski --------------------------- Name: Stanley Kaminski Title: Vice President SUMMIT BANK By: /s/ --------------------------- Name: Title: 10 11 USTRUST By: /s/ Thomas F. Macina --------------------------- Name: Thomas F. Macina Title: Vice President ALLIANCE INVESTMENT OPPORTUNITIES FUND, L.L.C. By: ALLIANCE INVESTMENTS OPPORTUNITIES MANAGEMENT, L.L.C., as Managing Member By: ALLIANCE CAPITAL MANAGEMENT L.P., as Managing Member By: ALLIANCE CAPITAL MANAGEMENT CORPORATION, as General Partner By: /s/ Sheryl A. Rothman --------------------------- Name: Sheryl A. Rothman Title: Vice President ALLIANCE CAPITAL MANAGEMENT L.P., as Manager on behalf of ALLIANCE CAPITAL FUNDING, L.L.C. By: /s/ Sheryl A. Rothman --------------------------- Name: Sheryl A. Rothman Title: Vice President 11 12 BALANCED HIGH-YIELD FUND I LTD By: BHF-BANK AKTIENGESELLSCHAFT, acting through its New York Branch, as attorney-in-fact By: /s/ Steven Alexander --------------------------- Name: Steven Alexander Title: Assistant Treasurer By: /s/ Peter Leibon --------------------------- Name: Peter Leibon Title: Assistant Treasurer BHF-BANK AKTIENGESELLSCHAFT By: /s/ Steven Alexander --------------------------- Name: Steven Alexander Title: Assistant Treasurer By: /s/ Peter Leibon --------------------------- Name: Peter Leibon Title: Assistant Treasurer INDOSUEZ CAPITAL FUNDING III, LIMITED By: INDOSUEZ CAPITAL as Portfolio Advisor By: /s/ Francoise Berthelot --------------------------- Name: Francoise Berthelot Title: Vice President BANK AUSTRIA CREDITANSTALT CORPORATION FINANCE, INC., f.k.a. Creditanstalt Corporate Finance, Inc. By: /s/ Scott Kray --------------------------- Name: Scott Kray Title: Vice President By: /s/ Gary Andresen --------------------------- Name: Gary Andresen Title: Associate 12 13 NATIONSBANC MONTGOMERY SECURITIES LLC By: /s/ --------------------------- Name: Title: ARES LEVERAGED INVESTMENT FUND L.P. By: ARES Management, L.P. By: /s/ Michelle Hsu --------------------------- Name: Michelle Hsu Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. By: /s/ Michelle Hsu --------------------------- Name: Michelle Hsu Title: Vice President 13 14 THE UNDERSIGNED GUARANTORS HEREBY ACKNOWLEDGE AND CONSENT TO THIS AMENDMENT OF THE CREDIT AGREEMENT AND REAFFIRM THEIR OBLIGATIONS UNDER THE FACILITY GUARANTY THIS ___TH DAY OF DECEMBER, 1998. WINDMERE CORPORATION By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary/Treasurer WINDMERE HOLDINGS CORPORATION By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary WINDMERE HOLDINGS CORPORATION II By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary WINDMERE FAN PRODUCTS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer JERDON PRODUCTS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary 14 15 CONSUMER PRODUCTS AMERICAS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary EDI MASTERS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Assistant Vice President WINDMERE INNOVATIVE PET PRODUCTS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer BAY BOOKS & TAPES, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary FORTUNE PRODUCTS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer HOUSEHOLD PRODUCTS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary and Treasurer 15 16 HP DELAWARE, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer HP AMERICAS, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer HPG LLC By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Treasurer HP INTELLECTUAL CORP. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary and Treasurer WD DELAWARE, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary WD DELAWARE II, INC. By: /s/ Cindy Solovei --------------------------- Name: Cindy Solovei Title: Secretary 16 -----END PRIVACY-ENHANCED MESSAGE-----