-----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, D++lZcyELyVStuQXRxeGeSXbr7+sVjS9NZqluaaCSqIK1KF8/sK0249E+CcCKVdl eSU1cPINYjNVAYCNeXdxTg== 0000950152-99-009539.txt : 19991208 0000950152-99-009539.hdr.sgml : 19991208 ACCESSION NUMBER: 0000950152-99-009539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS WORLDWIDE INC CENTRAL INDEX KEY: 0000067532 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 344307810 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01997 FILM NUMBER: 99769904 BUSINESS ADDRESS: STREET 1: 2600 KETTERING TOWER STREET 2: PO BOX 668 CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5134924111 MAIL ADDRESS: STREET 1: 615 N OAK ST STREET 2: PO BOX 668 CITY: SIDNEY STATE: OH ZIP: 45365 FORMER COMPANY: FORMER CONFORMED NAME: MONARCH MACHINE TOOL CO DATE OF NAME CHANGE: 19920703 8-K 1 GENESIS WORLDWIDE INC. FORM 8-K 1 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 2, 1999 GENESIS WORLDWIDE INC. ---------------------- (Exact name of Registrant as specified in its charter) Ohio 1-1997 34-4307810 ---- ------ ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 2600 Kettering Tower, Dayton, OH 45423 -------------------------------- ----- (Address of principal executive offices) (Zip code) 937-910-9300 ------------ (Registrant's telephone number including area code) Not applicable -------------- (Former name and former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On December 2, 1999, Genesis Worldwide Inc. (the "Company") negotiated an amendment to its $100 million Credit Agreement with ING (U.S.) Capital LLC which addressed certain financial covenant violations which were in existence at the end of the third quarter. As a result of the amendment, the Company is now in compliance with all covenants contained in the Credit Agreement. A copy of the agreement is Exhibit 5.1 to this Report. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits 5.1 First Amendment to Credit Agreement among Genesis Worldwide Inc., formerly The Monarch Machine Tool Company and ING (U.S.) Capital LLC, dated as of December 2, 1999. 3 4 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. GENESIS WORLDWIDE INC. Date: December 7, 1999 --------------------- By: /s/ Karl A. Frydryk ---------------------------------------- Karl A. Frydryk Vice President and Chief Financial Officer 4 EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 2, 1999 (this "AMENDMENT"), to the Credit Agreement, dated as of June 30, 1999 (as amended, supplemented or otherwise modified prior to the date hereof, the "EXISTING CREDIT AGREEMENT", as amended hereby, the "CREDIT AGREEMENT"), among GENESIS WORLDWIDE, INC., formerly THE MONARCH MACHINE TOOL COMPANY, an Ohio corporation (the "BORROWER"), the Several Lenders from time to time parties thereto (the "LENDERS") and ING (U.S.) CAPITAL LLC, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders. RECITALS The Borrower has requested the Administrative Agent and the Lenders to agree to amend and waive certain provisions of the Existing Credit Agreement as set forth in this Amendment. The Administrative Agent and the Lenders parties hereto are willing to agree to such amendments and waivers, but only on the terms and subject to the conditions set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows: DEFINED TERMS. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. AMENDMENTS. (a) Section 8.2 of the Existing Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (e) thereof, (ii) renumbering the existing clause (f) to be clause (g), and (iii) adding a new clause (f) to read in its entirety as follows: "(f) as soon as available, but in any event not later than 30 days after the end of each calendar month, a schedule of backlog, bookings and sales of the Borrower and each of its Subsidiaries for such month, in a form acceptable to the Administrative Agent; and" (b) Section 9.1 of the Existing Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 9.1 to read in its entirety as follows: "(a) SENIOR LEVERAGE RATIO. Permit, for any period of four consecutive fiscal quarters ending during a period set forth below, the ratio of (i) Consolidated Senior Indebtedness to (ii) Consolidated EBITDA to be greater than the amount set forth opposite such period below; PROVIDED, that in calculating Consolidated EBITDA for the periods of four fiscal quarters ending September 30, 1999, 5 2 December 31, 1999 and March 31, 2000, Consolidated EBITDA for the fiscal quarters ending December 31, 1998, March 31, 1999, and June 30, 1999 shall be deemed to be $5,250,000, $5,250,000 and $5,250,000, respectively:
---------------------------------------- ------------------------------ Test Period Ending Ratio ---------------------------------------- ------------------------------ 9/30/99 4.60 ---------------------------------------- ------------------------------ 12/31/99 5.20 ---------------------------------------- ------------------------------ 3/31/00 4.70 ---------------------------------------- ------------------------------ 6/30/00 4.00 ---------------------------------------- ------------------------------ 9/30/00 3.50 --------------------------------------- ------------------------------ 12/31/00 and thereafter 2.50 ---------------------------------------- ------------------------------
(b) INTEREST COVERAGE. Permit, for any period of four consecutive fiscal quarters ending during any period set forth below, or if less than four consecutive fiscal quarters have elapsed since the Closing Date, such period of one, two or three consecutive fiscal quarters following the Closing Date ending during any period set forth below, the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest Expense for such period, to be less than the amount set forth opposite such period below:
---------------------------------------- ------------------------------ Test Period Ending Ratio ---------------------------------------- ------------------------------ 9/30/99 1.20 ---------------------------------------- ------------------------------ 12/30/99 1.25 ---------------------------------------- ------------------------------ 3/31/00 1.40 ---------------------------------------- ------------------------------ 6/30/00 1.75 ---------------------------------------- ------------------------------ 9/30/00 2.00 ---------------------------------------- ------------------------------ 12/31/00 2.75 ---------------------------------------- ------------------------------ 3/31/01 2.85 ---------------------------------------- ------------------------------ 6/30/01 3.00 ---------------------------------------- ------------------------------ 9/30/01 3.10 ---------------------------------------- ------------------------------ 12/31/01 3.20 ---------------------------------------- ------------------------------ 3/31/02 3.30 ---------------------------------------- ------------------------------ 6/30/02 3.40 ---------------------------------------- ------------------------------ 9/30/02 and thereafter 3.50 ---------------------------------------- ------------------------------
(c) MINIMUM FIXED CHARGE COVERAGE. Permit, for any period of four consecutive fiscal quarters ending during any period set forth below, or if less than four consecutive fiscal quarters have elapsed since the Closing Date, such period of one, two or three consecutive fiscal quarters following the Closing Date ending during any period set forth below, the ratio of (i) the sum of (A) 6 3 Consolidated EBITDA and (B) Consolidated Lease Expense to (ii) Consolidated Fixed Charges to be less than the ratio set forth opposite such period below:
---------------------------------------- ------------------------------ Test Period Ratio ---------------------------------------- ------------------------------ 9/30/99 0.60 ---------------------------------------- ------------------------------ 12/31/99 0.65 ---------------------------------------- ------------------------------ 3/31/00 0.70 ---------------------------------------- ------------------------------ 6/30/00 0.85 ---------------------------------------- ------------------------------ 9/30/00 1.00 ---------------------------------------- ------------------------------ 12/31/00 and thereafter 1.25 ---------------------------------------- ------------------------------
(d) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated Net Worth at any time, to be less than the sum of (i) $44,000,000 less any net losses from the write down of assets recorded prior to September 30, 2000 relating to the sale of the machine tool division and (ii) the sum of 75% of Adjusted Consolidated Net Income for each fiscal quarter ended prior to such time, commencing with the fiscal quarter ended September 30, 1999." (c) Section 10 of the Existing Credit Agreement is hereby amended by (i) adding the word "or" at the end of clause (l) thereof and (ii) adding a new clause (m) to read in its entirety as follows: "(m) (i) the Plan Termination shall not have occurred on or prior to February 28, 2000, (ii) the net proceeds of the Plan Termination shall have been less than $9,500,000 or shall not have been received by the Administrative Agent pursuant to Section 5.5(b)(i) hereof on or prior to February 28, 2000; or (iii) the Term Loans shall not have been prepaid with the proceeds of the Plan Termination together with any other amounts prepaid in an amount not less than $10,000,000 on or prior to February 28, 2000; 3. WAIVER. Each of the Administrative Agent and the Lenders hereby waives any Default or Event of Default under the Existing Credit Agreement as of September 30, 1999 arising solely from the Borrower's failure to comply with Section 9.1 of the Existing Credit Agreement as of such date. 4. EFFECTIVENESS. This Amendment shall become effective upon receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that (i) this Amendment has been executed and delivered by the Borrower, the Required Lenders and each of the Guarantors and (ii) the Side Letter, dated as of December 2, 1999, between the Borrower and the Administrative Agent, has been executed and delivered by the Borrower. 5. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the amendments and waiver provided for herein, the representations and warranties contained in the Credit 7 4 Agreement and the other Loan Documents will be true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing. 6. NO OTHER AMENDMENTS AND WAIVERS. Except as expressly amended and waived hereby, the Credit Agreement, the Notes and the other Loan Documents shall remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any provision thereof. 7. COUNTERPARTS. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8. EXPENSES. The Borrower agrees to pay and reimburse the Administrative Agent for all of the out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft, counsel to the Administrative Agent. 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [SIGNATURE PAGES FOLLOW] 8 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. GENESIS WORLDWIDE, INC., formerly THE MONARCH MACHINE TOOL COMPANY, as Borrower By: /s/ Karl A. Frydryk -------------------- Name: Karl A. Frydryk Title: Vice President & CFO ING (U.S.) CAPITAL LLC, as Administrative Agent and as Lender By: /s/ Robert L. Fellows ---------------------- Name: Robert L. Fellows Title: Director 9 6 The undersigned guarantors hereby consent and agree to the foregoing Amendment: PRECISION INDUSTRIAL CORPORATION By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Vice President & CFO HERR-VOSS INDUSTRIES, INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Vice President & CFO GENCOAT INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Treasurer GENSYSTEMS INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Secretary & Treasurer SALEM INTERNATIONAL SERVICES, INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Vice President, CFO & Treasurer 10 7 GENINTERNATIONAL INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Secretary & Treasurer GENSYSTEMS SERVICES INC. By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Secretary & Treasurer WLT CORPORATION By: /s/ Karl Frydryk ------------------ Name: Karl Frydryk Title: Vice President, CFO & Treasurer 11 -----END PRIVACY-ENHANCED MESSAGE-----