-----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, TaY2vahhn4QbgkqXA4+DCiQH4xDVb5mFmpDLv0kOBVEJFRwfCh4thHY3vJuTV0aB RqSt7xt8L8FFO9GRh2gwrg== 0001157523-06-009536.txt : 20060929 0001157523-06-009536.hdr.sgml : 20060929 20060929121353 ACCESSION NUMBER: 0001157523-06-009536 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060929 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 061116204 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 8-K 1 a5238649.txt DAYTON SUPERIOR CORPORATION 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2006 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Ohio 1-11781 31-0676346 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 7777 Washington Village Drive, Dayton, Ohio 45459 (Address of principal executive offices) (Zip code) 937-428-6360 (Registrant's telephone number including area code) Not applicable (Former name and former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Effective September 29, 2006, Dayton Superior Corporation (the "Company") entered into an amendment to its Credit Agreement dated as of January 30, 2004 with General Electric Capital Corporation and GMAC Commercial Finance LLC to extend the commitment termination date to May 31, 2008. A copy of the amendment is attached to this Report as Exhibit 4.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following is filed as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K: 4.1 Amendment No. 3 dated as of September 29, 2006 among the Company, General Electric Capital Corporation and GMAC Commercial Finance LLC. 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. DAYTON SUPERIOR CORPORATION Date: September 29, 2006 By: /s/ Edward J. Puisis ---------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 4.1 Amendment No. 3 dated as of September 29, 2006 among the Company, General Electric Capital Corporation and GMAC Commercial Finance LLC EX-4.1 2 a5238649ex41.txt DAYTON SUPERIOR CORPORATION EXHIBIT 4.1 Execution Copy EXHIBIT 4.1 ----------- AMENDMENT NO. 3 --------------- This AMENDMENT No. 3, dated as of September 29, 2006 ("Amendment No. 3"), is entered into by and among DAYTON SUPERIOR CORPORATION, an Ohio corporation ("Borrower"), and the persons designated as "Lenders" whose signatures appear below. WHEREAS, Borrower, the Lenders (as defined therein) and Agent are party to the Credit Agreement, dated as of January 30, 2004 as amended by Amendment No. 1, dated as of June 30, 2004 and Amendment No. 2, dated as of February 23, 2005 ("Original Credit Agreement"; all capitalized terms defined in the Original Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Original Credit Agreement or in Annex A thereto); and WHEREAS, Borrower has requested that the Original Credit Agreement be amended in the manner set forth below. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower and the Lenders whose signatures appear below agree as follows: SECTION 1. AMENDMENT Subject to the satisfaction of the conditions set forth in Section 2, the term "Commitment Termination Date" in Annex A of the Original Credit Agreement is amended by deleting the phrase "January 30, 2007" and adding the phrase "May 31, 2008" in its place. SECTION 2. CONDITIONS TO EFFECTIVENESS --------------------------- This Amendment No. 3 shall become effective on the date (the "Effective Date") on which the following conditions are met, which, in any event, shall not be later than October 6, 2006: (a) Agent shall have received one or more counterparts of this Amendment No. 3 executed and delivered by Borrower and Lenders; and (b) there shall be no continuing Default or Event of Default and the representations and warranties of Borrower contained in this Amendment No. 3 shall be true and correct in all material respects as of the Effective Date (except that any representation or warranty that relates to a specific date shall be true and correct in all material respects as of such date). SECTION 3. LIMITATION ON SCOPE ------------------- Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein and shall not be deemed to be waivers of, amendments of, consents to or modifications of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of Borrower requiring the consent of Agent or Lenders except to the extent specifically provided for herein. Agent and Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against Borrower for any existing or future Defaults or Event of Default. SECTION 4. MISCELLANEOUS ------------- (a) Borrower hereby represents and warrants as follows: (i) this Amendment No. 3 has been duly authorized and executed by Borrower and the Original Credit Agreement, as amended by this Amendment No. 3, is the legal, valid and binding obligation of Borrower that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium and similar laws affecting the rights of creditors in general; and (ii) Borrower repeats and restates the representations and warranties of Borrower contained in the Original Credit Agreement as of the date of this Amendment No. 3 and as of the Effective Date, except to the extent such representations and warranties relate to a specific date. (b) This Amendment No. 3 is being delivered in the State of New York. (c) Borrower hereby ratifies and confirm the Original Credit Agreement as amended hereby, and agree that, as amended hereby, the Original Credit Agreement remains in full force and effect. (d) Borrower agrees that all Loan Documents remain in full force and effect notwithstanding the execution and delivery of this Amendment No. 3. (e) This Amendment No. 3 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. (f) All references in the Loan Documents to the "Credit Agreement" and in the Original Credit Agreement as amended hereby to "this Agreement," "hereof," "herein" or the like shall mean and refer to the Original Credit Agreement as amended by this Amendment No. 3 (as well as by all subsequent amendments, restatements, modifications and supplements thereto). (g) Each of the following provisions of the Original Credit Agreement is hereby incorporated herein by this reference with the same effect as though set forth in its entirety herein, mutatis mutandis, and as if "this Agreement" in any such provision read "this Amendment No. 3": Section 9.3 (Notices), Section 9.6, (Severability), Section 9.8 (Headings), Section 9.9 (Applicable Law), Section 9.12 (Construction), Section 9.15 (Waiver of Jury Trial) and Section 9.17 (Entire Agreement). [signature pages follow] WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: DAYTON SUPERIOR CORPORATION By: /s/ Edward J. Puisis -------------------- Name: Edward J. Puisis Vice President and Chief Financial Officer LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Daniel D. McCready ---------------------- Name: Daniel D. McCready Title: Its Duly Authorized Signatory GMAC COMMERCIAL FINANCE LLC, as a Lender By: /s/ Robert J. Brandow --------------------- Name: Robert J. Brandow Title: Director -----END PRIVACY-ENHANCED MESSAGE-----