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UNITED STATES WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
SECURITIES AND EXCHANGE COMMISSION
October 30, 2003 |
(Date of Report) |
Oshkosh B'Gosh, Inc.
Delaware |
0-13365 |
39-0519915 |
|
(State or other jurisdiction of |
Commission file number |
(IRS Employer |
|
112 Otter Avenue Oshkosh, Wisconsin 54901 |
(920) 231-8800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On October 30, 2003 Oshkosh B'Gosh, Inc. (NASDAQ:GOSHA) amended its credit agreement (the "Credit Agreement"), originally dated as of October 30, 2002, between the Company and U.S. Bank National Association and participating banks. The Credit Agreement provides for a $75,000,000 revolving credit facility available for general corporate purposes including cash borrowings and issuances of letters of credit. A copy of the amendment to the Credit Agreement is filed with this Form 8-K as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) |
Exhibits |
|
99. |
Amendment No. 1 to Credit Agreement and Assignment and Acceptance Agreement, dated October 30, 2003, among Oshkosh B'Gosh, Inc., a Delaware corporation, as borrower, OshKosh B'Gosh Investments Inc., as Guarantor, U.S. Bank National Association, for itself as a Bank, an LOC Bank and as Agent for all Banks from time to time party to the Credit agreement, Fifth Third Bank, as a Bank and Assignee, Wells Fargo HSBC Trade Bank N.A., as a Bank, and The Hongkong and Shanghai Banking Corporation Limited, as an LOC Bank. |
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.
Date: November 6, 2003 |
By: /S/ Douglas W. Hyde |
Douglas W. Hyde |
|
President and Chief Executive Officer |
Exhibit 99.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Amendment"), entered into as of October 30, 2003, is among OshKosh B'Gosh, Inc., a Delaware corporation (the "Borrower"), U.S. Bank National Association ("U.S. Bank"), for itself as a Bank, an LOC Bank and as Agent (the "Agent") for all Banks from time to time party to the Credit Agreement (defined below), each of the Banks signatory hereto and each of the LOC Banks signatory hereto.
W I T N E S S E T H:
WHEREAS, Borrower, Agent, the Banks signatory thereto and the LOC Banks signatory thereto are parties to a Credit Agreement dated as of November 1, 2002 (the "Credit Agreement"), pursuant to which the Banks have agreed to make certain revolving and swingline loans and to extend credit to Borrower of up to the amount of $75,000,000 upon the terms and subject to the conditions set forth therein; and
WHEREAS, the parties to this Amendment desire to amend the Credit Agreement to extend the final maturity of the Revolving Credit Notes, to modify the required Consolidated Debt to EBITDA Ratio and to reflect the assignment by Harris Trust and Savings Bank ("Harris") and the acceptance by Fifth Third Bank (the "Assignee") of Harris' interest in the Credit Agreement, as amended hereby, Loans, Notes and Commitments, as set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties hereto hereby agree as follows:
"Organization. The Company is a corporation duly organized and existing in good standing under the laws of Delaware, and has all requisite power and authority, corporate or otherwise, to conduct its business and to own its properties. Each of its Subsidiaries is a corporation, a limited liability company or a partnership duly organized and existing and in good standing under the laws of the jurisdiction under which it was organized, and has all requisite power and authority to conduct its business and to own its properties. Set forth in Schedule 4.1 (dated 10/21/03 for reference purposes) is a complete and accurate list of all of its Subsidiaries, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, the percentage of the outstanding shares of each class of capital stock or limited liability company or partnership interests owned (directly or indirectly) by the Company and the number of shares or limited liability company or partnership interests cover ed by all outstanding options, warrants, rights of conversion or purchase, and similar rights. All of the outstanding stock of all of the corporate Subsidiaries has been legally and validly issued, is fully paid and non-assessable except as provided by section 180.0622(2)(b) of the Wisconsin Business Corporation Law and its predecessor statute, as judicially interpreted. All of the limited liability company and partnership interests of the non-corporate Subsidiaries have been legally and validly issued. All of the outstanding stock of the corporate Subsidiaries and all of the limited liability company and partnership interests of the non-corporate Subsidiaries is owned by the Company or one or more other Subsidiaries free and clear of all pledges, liens, security interests and other charges or encumbrances. The Company is duly licensed or qualified to do business in all jurisdictions in which such qualification is required, and failure to so qualify could have a material adverse effect on the property, f inancial condition or business operations of the Company."
"(5) any indebtedness payable to the Guarantor by the Company,"
"At the end of the second fiscal quarter of each year, a Consolidated Debt to EBITDA Ratio for the four consecutive fiscal quarters then ended not greater than 1.75 to 1; and at the end of every other fiscal quarter, a Consolidated Debt to EBITDA Ratio for the four consecutive fiscal quarters then ended not greater than 1.00 to 1."
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
OSHKOSH B'GOSH, INC. |
|
By: |
/S/ David L. Omachinski |
Name: |
David L. Omachinski |
Title: |
Executive Vice President, Chief Operating and Financial Officer and Treasurer |
(Signature Page 1 of 6 to Amendment No. 1 to Credit Agreement)
U.S. BANK NATIONAL ASSOCIATION, |
|
By: |
/S/ Jeffrey Janza |
Name: |
Jeffrey Janza |
Title: |
Vice President |
(Signature Page 2 of 6 to Amendment No. 1 to Credit Agreement)
HARRIS TRUST AND SAVINGS BANK, as Assignor |
|
By: |
/S/ Michael M. Fordney |
Name: |
Michael M Fordney |
Title: |
Vice President |
(Signature Page 3 of 6 to Amendment No. 1 to Credit Agreement)
FIFTH THIRD BANK, |
|
By: |
/S/ Ann Pierson |
Name: |
Ann Pierson |
Title: |
Assistant Vice President |
(Signature Page 4 of 6 to Amendment No. 1 to Credit Agreement)
WELLS FARGO HSBC TRADE BANK N.A., as a Bank |
|
By: |
/S/ Gregory J. Klinger |
Name: |
Gregory J. Klinger |
Title: |
Vice President |
(Signature Page 5 of 6 to Amendment No. 1 to Credit Agreement)
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, as an LOC Bank |
|
By: |
/S/ Helen H. Chui |
Name: |
Helen H. Chui |
Title: |
Relationship Manager |
(Signature Page 6 of 6 to Amendment No. 1 to Credit Agreement)
SCHEDULE I
SCHEDULE FOR ASSIGNMENT AND ASSUMPTION AGREEMENT
1. The Borrower: OshKosh B'Gosh, Inc.
2. Name and Date of Credit Agreement:
Credit Agreement, dated as of November 1, 2002 among the Borrower, the banks from time to time party thereto, and U.S. Bank National Association, as Agent, as amended, restated, supplemented or otherwise modified.
3. Date of assignment: October 30, 2003
4. Amounts (as of date of item #3 above):
Aggregate |
||
a. Aggregate Amount for all Banks |
$75,000,000 |
|
b. Assigned Share |
26.666666666667% |
|
c. Amount of Assigned Share |
$20,000,000 |
5. Settlement Date: October 30, 2003
6. Rate of Interest to the Assignee: As set forth in Section 2.1 of the Credit Agreement.
7. Commitment Fee to
the Assignee: As set forth in Section 1.6 of the Credit Agreement.
8. Utilization Fee to
the Assignee As set forth in Section 1.7 of the Credit Agreement
9. Letter of Credit Fee to
the Assignee: As set forth in Section 1.4 of the Credit Agreement.
9. Address for Notices: ASSIGNEE:
Fifth Third Bank |
EXHIBIT A
REVOLVING CREDIT NOTE
$_____________ October 30, 2003
FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware corporation, promises to pay to the order of ___________________________________, the principal sum of _________________________________ Dollars ($____________) at the main office of U.S. Bank National Association, in Milwaukee, Wisconsin, on the Termination Date (as defined in the Credit Agreement referred to below). The unpaid principal balance hereof shall bear interest, payable on the dates and at the rate or rates set forth in the Credit Agreement referred to below. Principal of and interest on this Note shall be payable in lawful money of the United States of America.
This Note constitutes one of the Revolving Credit Notes issued under a Credit Agreement dated as of November 1, 2002, as amended from time to time, among the undersigned and U.S. Bank National Association, for itself and as Agent, and the other Banks party thereto, to which Agreement reference is hereby made for a statement of the terms and conditions on which Loans in part evidenced hereby were or may be made, and for a description of the conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated.
This Note shall be construed in accordance with laws of the State of Wisconsin, except to the extent superseded by federal law. The undersigned waives presentment, protest, and notice of dishonor and agrees, in the event of default hereunder, to pay all costs and expenses of collection, including reasonable attorneys' fees.
(CORPORATE SEAL)
OSHKOSH B'GOSH, INC. |
|
By: |
|
Name: |
David L. Omachinski |
Title: |
Executive Vice President and Chief Operating and Financial Officer and Treasurer |
REVOLVING CREDIT NOTE
$20,000,000 October 30, 2003
FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware corporation, promises to pay to the order of Fifth Third Bank, the principal sum of Twenty Million Dollars ($20,000,000) at the main office of U.S. Bank National Association, in Milwaukee, Wisconsin, on the Termination Date (as defined in the Credit Agreement referred to below). The unpaid principal balance hereof shall bear interest, payable on the dates and at the rate or rates set forth in the Credit Agreement referred to below. Principal of and interest on this Note shall be payable in lawful money of the United States of America.
This Note constitutes one of the Revolving Credit Notes issued under a Credit Agreement dated as of November 1, 2002, as amended from time to time, among the undersigned and U.S. Bank National Association, for itself and as Agent, and the other Banks party thereto, to which Agreement reference is hereby made for a statement of the terms and conditions on which Loans in part evidenced hereby were or may be made, and for a description of the conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated.
This Note shall be construed in accordance with laws of the State of Wisconsin, except to the extent superseded by federal law. The undersigned waives presentment, protest, and notice of dishonor and agrees, in the event of default hereunder, to pay all costs and expenses of collection, including reasonable attorneys' fees.
(CORPORATE SEAL)
OSHKOSH B'GOSH, INC. |
|
By: |
/S/ David L. Omachinski |
Name: |
David L. Omachinski |
Title: |
Executive Vice President and Chief Operating and Financial Officer and Treasurer |
EXHIBIT B
CONFIRMATION OF GUARANTY
OshKosh B'Gosh Investments, Inc., a Nevada corporation (the "Guarantor"), hereby refers to its Corporate Guaranty Agreement (the "Guaranty") dated as of November 1, 2002, relating to the obligations of OshKosh B'Gosh, Inc., a Delaware corporation (the "Borrower"), under that Credit Agreement dated as of November 1, 2002, as amended from time to time (the "Credit Agreement") with the Banks named therein (the "Banks") and U.S. Bank National Association, as Agent for the Banks (the "Agent").
The Borrower, Agent, the Banks and the LOC Banks have entered into an Amendment No. 1 to Credit Agreement of even date herewith (the "Amendment"). Effectiveness of the Amendment is subject to, among other things, execution and delivery of this Confirmation of Guaranty by the Guarantor.
It is necessary for the business purposes of the Guarantor that the Borrower continue to obtain credit from the Banks under the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. The Guarantor is a direct wholly-owned subsidiary of the Borrower.
The Guarantor hereby acknowledges and consents to the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time and the transactions contemplated thereby and agrees that its Guaranty shall remain in full force and effect with respect to the obligations of the Borrower under the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. The Guarantor hereby further confirms that all references in the Guaranty to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. In addition, the Guarantor hereby confirms and agrees that the provisions of the Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affectin g the rights of creditors generally, if the obligations of the Guarantor under the Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Guarantor's liability under the Guaranty, then, notwithstanding any other provision of the Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor, the Banks, the LOC Banks or Agent, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.
Dated as of October 30, 2003.
OSHKOSH B'GOSH INVESTMENTS |
|
By: |
|
Name: |
|
Title: |
CONFIRMATION OF GUARANTY
OshKosh B'Gosh Investments, Inc., a Nevada corporation (the "Guarantor"), hereby refers to its Corporate Guaranty Agreement (the "Guaranty") dated as of November 1, 2002, relating to the obligations of OshKosh B'Gosh, Inc., a Delaware corporation (the "Borrower"), under that Credit Agreement dated as of November 1, 2002, as amended from time to time (the "Credit Agreement") with the Banks named therein (the "Banks") and U.S. Bank National Association, as Agent for the Banks (the "Agent").
The Borrower, Agent, the Banks and the LOC Banks have entered into an Amendment No. 1 to Credit Agreement of even date herewith (the "Amendment"). Effectiveness of the Amendment is subject to, among other things, execution and delivery of this Confirmation of Guaranty by the Guarantor.
It is necessary for the business purposes of the Guarantor that the Borrower continue to obtain credit from the Banks under the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. The Guarantor is a direct wholly-owned subsidiary of the Borrower.
The Guarantor hereby acknowledges and consents to the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time and the transactions contemplated thereby and agrees that its Guaranty shall remain in full force and effect with respect to the obligations of the Borrower under the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. The Guarantor hereby further confirms that all references in the Guaranty to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as amended by the Amendment, and as it may be further amended, restated, or otherwise modified from time to time. In addition, the Guarantor hereby confirms and agrees that the provisions of the Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affectin g the rights of creditors generally, if the obligations of the Guarantor under the Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Guarantor's liability under the Guaranty, then, notwithstanding any other provision of the Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor, the Banks, the LOC Banks or Agent, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.
Dated as of October 30, 2003.
OSHKOSH B'GOSH INVESTMENTS |
|
By: |
/S/ William A. Uelmen |
Name: |
William A. Uelmen |
Title: |
President |
APPENDIX A
Schedule of Banks
Bank |
Address for Notice |
Commitment |
Percentage |
U.S. Bank National Association Agent |
Mr. Stephen E. Carlton |
||
U.S. Bank National Association Bank |
Mr. Jeffrey J. Janza |
30,000,000 |
40.000000000000% |
FIFTH THIRD BANK |
Ms. Ann-Drea Burns |
20,000,000 |
26.666666666667% |
Wells Fargo HSBC Trade Bank N.A. |
Ms. Colleen H. Fritschel |
25,000,000 |
33.333333333333% |