-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FXFMnj4pW50IlwRNA8E6X9s1mm9FARF94Zx/PvaDCesjRyu3PupZMAVqhyP7g9Kd 20jJzJA1wZ0SDzcDyMVu+A== 0000950124-95-000591.txt : 19950609 0000950124-95-000591.hdr.sgml : 19950609 ACCESSION NUMBER: 0000950124-95-000591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950228 ITEM INFORMATION: Other events FILED AS OF DATE: 19950306 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHERER R P CORP /DE/ CENTRAL INDEX KEY: 0000855106 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133523163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-30999 FILM NUMBER: 95518812 BUSINESS ADDRESS: STREET 1: 2075 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 3136490900 FORMER COMPANY: FORMER CONFORMED NAME: RPS CORP DATE OF NAME CHANGE: 19920218 8-K 1 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 REPORT REPORTED) FEBRUARY 28, 1995 ------------------------ R.P. SCHERER CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 13-3523163 (State of Incorporation) (I.R.S. Employer Identification Number) 2075 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084 (Address of principal executive offices) (Zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (810) 649-0900 2 ITEM 5. OTHER EVENTS (a) R.P. Scherer International Corporation (CIK #0000087243, File Number 1-10872), a wholly-owned subsidiary of R.P. Scherer Corporation (CIK#0000855106, File Number 33-30999), was merged with and into R.P. Scherer Corporation effective February 28, 1995. All rights and obligations of R.P. Scherer International Corporation contained in the indenture under which the 6 3/4% Senior Notes due 2004 were issued were expressly assumed by R.P. Scherer Corporation in a supplemental indenture dated February 28, 1995. Additionally, R.P. Scherer Corporation entered into an assumption agreement with banks participating in R.P. Scherer International Corporation's bank credit facility, through which it has assumed the rights and obligations of R.P. Scherer International Corporation under the bank credit facility. Such merger was done for administrative purposes only, and will have essentially no impact on R.P. Scherer Corporation's financial results or position. (b) Exhibits to this Form 8-K
EXHIBIT NUMBER DESCRIPTION --------------- ----------- 4.1 First Supplemental Indenture dated as of February 28, 1995, between R.P. Scherer International Corporation, R.P. Scherer Corporation and Comerica Bank, Trustee. Filed herewith. 4.2 Assumption Agreement, dated as of February 28, 1995, among R.P. Scherer Corporation, Comerica Bank, NBD Bank, N.A., Societe Generale, The Bank of Nova Scotia, and ABN AMRO Bank N.V. Filed herewith. 4.3 Certificate of Ownership Merging R.P. Scherer International Corporation into R.P. Scherer Corporation, dated February 27, 1995, and Certification of Filing with the State of Delaware Office of the Secretary of State. Filed herewith.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. R.P. SCHERER CORPORATION ------------------------- (Registrant) Date: March 3, 1995 By: /s/ Thomas J. Stuart -------------- --------------------- Thomas J. Stuart, Controller 3 EXHIBIT INDEX
Exhibit No. Description Page - ------- ----------- ---- 4.1 First Supplemental Indenture dated as of February 28, 1995, between the R.P. Scherer International Corporation, R.P. Scherer Corporation and Comerica Bank, Trustee. Filed herewith. 4.2 Assumption Agreement, dated as of February 28, 1995, among R.P. Scherer Corporation, Comerica Bank, NBD Bank, N.A., Societe Generale, The Bank of Nova Scotia, and ABN AMRO Bank N.V. Filed herewith. 4.3 Certificate of Ownership Merging R.P. Scherer International Corporation into R.P. Scherer Corporation, dated February 27, 1995, and Certification of Filing with the State of Delaware Office of the Secretary of State. Filed herewith.
EX-4.1 2 EXHIBIT 4.1 1 EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"), dated as of February 28, 1995, by and among R. P. Scherer International Corporation, a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 2075 W. Big Beaver Road, P.O. Box 7060, Troy, Michigan 48007-7060 (the "Company"); R. P. Scherer Corporation, a corporation duly organized and existing under the law of the State of Delaware, the parent corporation of the Company and having its principal office at 2075 W. Big Beaver Road, P.O. Box 7060, Troy, Michigan 48007-7060 (the "Parent Corporation"); and Comerica Bank, a state bank organized and existing under the laws of the State of Michigan and having its principal Corporate Trust Office at 411 W. Lafayette, M.C. 3461, Detroit, Michigan 48226, as Trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of January 1, 1994 (the "Original Indenture"), to provide for the issuance from time to time of securities evidencing the Company's unsecured indebtedness (the "Debt Securities"); WHEREAS, pursuant to Resolutions of the Pricing Committee of the Board of Directors of the Company held January 12, 1994 and January 20, 1994, the Company issued $100,000,000 principal amount of Debt Securities under the Original Indenture in the form of 6 3/4% Senior Notes due 2004 (the "Senior Notes"); WHEREAS, the Company has merged with and into the Parent Corporation pursuant to Section 253 of the General Corporation Law of Delaware (the "Merger"); WHEREAS, Section 901 of the Original Indenture authorizes the execution of the First Supplement Indenture, without the consent of any Holders of Debt Securities or coupons, to evidence the succession of the Parent Corporation to the Company, and the assumption by the Parent Corporation of the covenants of the Company in the Original Indenture and in the Debt Securities issued thereunder; and WHEREAS, the execution and delivery of this First Supplemental Indenture has been in all respects authorized, and all acts, conditions and requirements necessary to constitute this First Supplement Indenture, when duly executed and delivered, a valid, legal and binding instrument in accordance with the terms and for the purposes herein expressed, have been satisfied and completed. NOW, THEREFORE, the Company, the Parent Corporation and the Trustee hereby agree as following: 1. The Parent Corporation hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest, if any (including all additional amounts, if any payable pursuant to Sections 516 or 1008 of the Original Indenture) on, and any sinking fund payment in respect of, all the Senior Notes and of any Debt Securities to be issued hereafter pursuant to the Original Indenture, and any related coupons, and the performance of every covenant of the Original Indenture on the part of the Company to be performed or observed. 2. The Trustee hereby acknowledges receipt of an Officers' Certificate and Opinion of Counsel, copies of which are attached hereto, each stating that the Merger and this First Supplement Indenture comply with all the terms and conditions of Article VIII of the Original Indenture and that the Merger complies with all conditions precedent of the Original Indenture relating to a merger of the Company into another Person. 3. All terms used herein not specifically defined in this First Supplement Indenture which are defined in the Original Indenture shall have the meanings ascribed to them in the Original Indenture. 4. From and after the execution and delivery of this First Supplement Indenture, the Original Indenture shall been deemed to be amended as herein provided. Except as modified and amended by this First Supplemental Indenture, the Original Indenture shall continue in full force and effect, and none of the obligations or covenants existing or to exist thereunder shall be released, diminished or impaired, except as set forth herein. 5. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 2 IN WITNESS WHEREOF, the undersigned have caused this First Supplemental Indenture to be executed in their respective corporate names by their duly authorized officers, all as of the date first written above. R. P. SCHERER INTERNATIONAL CORPORATION By: /s/ Nicole S. Williams ---------------------- Its: Secretary --------- R. P. SCHERER CORPORATION By: /s/ Nicole S. Williams ---------------------- Its: Secretary --------- COMERICA BANK, as Trustee By: /s/ James Kowalski ------------------ Its: Authorized Signatory Trust Administrator EX-4.2 3 EXHIBIT 4.2 1 EXHIBIT 4.2 Execution Copy ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT ("Assumption Agreement") is made as of the 28th day of February, 1995 by and among Comerica Bank, NBD Bank, formerly known as NBD Bank, N.A., Societe Generale, The Bank of Nova Scotia and ABN-AMRO Bank, N.V. (individually "Bank", and collectively "Banks"), NBD Bank, as administrative agent for the Banks (in such capacity, "Administrative Agent"), Comerica Bank, as documentation agent for the Banks (in such capacity, "Documentation Agent"), and R.P. Scherer Corporation, a Delaware corporation ("Parent"). RECITALS A. R.P. Scherer International Corporation, a Delaware corporation ("Company"), the Permitted Borrowers (as defined below), Administrative Agent, Documentation Agent and the Banks entered into that certain R.P. Scherer International Corporation Amended and Restated $175,000,000 Credit Agreement dated as of March 30, 1994 (as amended from time to time, the "Credit Agreement") under which the Banks committed to extend certain credit to the Company and the Permitted Borrowers (as identified in the Credit Agreement) on the terms set forth therein. B. Pursuant to the Credit Agreement, the Company executed and delivered to the Administrative Agent and the Documentation Agent (collectively, the "Agents"), for the benefit of the Banks, among other Loan Documents, those certain Revolving Credit Notes, Letter of Credit Agreements and the Company Guaranty (each such capitalized term being defined in the Credit Agreement). C. Also pursuant to the Credit Agreement (and as defined therein), Parent executed and delivered to the Agents, for the benefit of the Banks, that certain Parent Guaranty. D. The Company and Parent have advised the Agents and the Banks of the contemplated merger ("Merger") of Company into the Parent pursuant to the Certificate of Ownership dated February 28, 1995 ("Merger Documents") to take place concurrently with the execution and delivery by the parties hereto of this Assumption Agreement, and such Merger is permitted in accordance with Section 8.2(d) of the Credit Agreement, provided that the Parent comply with the requirements set forth in Section 8.2(d) thereof, including, without limitation, the execution and delivery of a written assumption agreement. E. Parent has entered into this Assumption Agreement with Agents and the Banks for purposes of complying with Section 8.2(d) of the Credit Agreement. NOW THEREFORE, the undersigned agree as follows: 1. Concurrently with the Effective Date (as defined below), Parent hereby: (a) expressly assumes and agrees to be bound, as direct obligor, by the obligations of the Company under the Credit Agreement, the Notes, the Company Guaranty, the Letter of Credit Agreements and all other Loan Documents executed by it at any time pursuant to or in connection with the Credit Agreement as fully as though Parent originally executed such documents; (b) acknowledges and confirms that, by operation of law pursuant to the Merger, Parent has succeeded to and become bound by, as the case may be, all rights and obligations of the Company under the Loan Documents; and (c) acknowledges and confirms that (i) by virtue of the Merger and this Assumption Agreement, Parent has become the direct and primary obligor on all of the obligations of Company to Agents and the 2 Banks under the Credit Agreement and the other Loan Documents (including without limitation all Indebtedness of Company thereunder), having previously been obligated thereon as guarantor under the Parent Guaranty and (ii) all references in the Credit Agreement and the other Loan Documents to the Company shall be deemed to be references to Parent. 2. Parent hereby represents and warrants that, concurrently with the execution and delivery of this Assumption Agreement: (a) execution, delivery, and performance of this Assumption Agreement are within its corporate powers, have been duly authorized, are not in contravention of law or the terms of Parent's Articles of Incorporation or Bylaws and do not require the consent or approval of any governmental body, agency or authority, and the Credit Agreement, the Notes, the Company Guaranty and the Letter of Credit Agreements and all other Loan Documents previously executed and delivered by Company to Agents and the Banks will be the valid and binding obligations of Parent in accordance with their respective terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.21 of the Credit Agreement and in paragraphs 5(a) - 5(g) of the Parent Guaranty, which Parent hereby ratifies and confirms as of the date hereof (as to Parent), are true and correct on and as of the date of this Assumption Agreement with the same force and effect as made on and as of the date hereof; (c) by virtue of the occurrence of the Merger, Parent has succeeded by operation of applicable law (as confirmed by an opinion of counsel in form and substance satisfactory to Agents and the Banks) to all of the obligations of Company under the Credit Agreement and the other Loan Documents, including without limitation, the Indebtedness of Company thereunder; and (d) no Default or Event of Default under the Credit Agreement or any of the other Loan Documents has occurred and is continuing as of the date hereof. 3. This Assumption Agreement shall become effective ("Effective Date") upon: (a) execution and delivery by the parties hereto of this Assumption Agreement; (b) the effectiveness of the Merger in accordance with this Assumption Agreement and the Merger Documents; and (c) receipt by Agent of (i) an opinion of counsel to the Parent in form and substance satisfactory to Agent and the Banks confirming the effectiveness of the Merger and Parent's succession, by operation of law, to the rights and obligations of Company under the Credit Agreement and the other Loan Documents, and also confirming the enforceability against the Company in accordance with its terms of the Assumption Agreement, (ii) duly executed renewal and replacement Revolving Credit Notes ("Replacement Notes") from the Parent substantially in the form of those Notes previously issued by Company under the Credit Agreement ("Original Notes") to evidence Parent's assumption, as direct obligor, of Company's obligations thereunder and (iii) certified copies of the Merger Documents and certified resolutions of the Board of Directors of Parent authorizing the Merger and Parent's execution, delivery and performance of this Assumption Agreement. 4. Capitalized terms used in this Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, or if not defined therein, in the other Loan Documents. 5. This Assumption Agreement shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement, any of the Notes issued thereunder (except for the renewal of the Original Notes by the Replacement Notes), the Company Guaranty or any of the other Loan Documents, or to constitute a waiver by Banks or Agents of any right or remedy under the Credit Agreement, any of the Notes issued thereunder or under the Company Guaranty or any of the other Loan Documents. To the extent that Company shall at any time be determined to remain obligated or to have obligations under the Credit Agreement or any of the other Loan 3 Documents, the Parent Guaranty shall remain enforceable against Parent according to its terms, including without limitation section 8.8 thereof. 6. This Assumption Agreement may be executed in counterpart, in accordance with Section 13.10 of the Credit Agreement. WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, R.P. SCHERER CORPORATION as Documentation Agent By:/s/ Phyllis McCann By:/s/ Nicole S. Williams Its:Assistant Vice President Its:Secretary One Detroit Center 2075 West Big Beaver Road 500 Woodward Avenue Troy, Michigan 48084 Detroit, Michigan 48226 Attn: Nicole S. Williams Attention: Phyllis D. McCann BANKS: COMERICA BANK By: /s/ Phyllis McCann Its:Assistant Vice President One Detroit Center 500 Woodward Avenue Detroit, Michigan 48226 Attention: Phyllis D. McCann Telex No. 235808 Facsimile No. (313) 222-9514 NBD BANK, formerly known as NBD Bank, N.A. By: /s/ Kelly J. Cotton Its: Vice President Michigan Banking Division 2nd Floor 611 Woodward Avenue Detroit, Michigan 48226 Attention: Kelly Cotton Telex: Facsimile No. 313-225-1671 SOCIETE GENERALE By: /s/ Giles Demeulenaere
4 Its: Vice President 34th Floor 181 West Madison Chicago, Illinois 60602 Attention: Gilles Demeulenaere Telex: 190130 SECHIUT Facsimile No. 312-578-5099 THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby Its: Senior Mgr. Loan Operations 600 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: F.C.H. Ashby Telex: 00542319 Facsimile No. 404-888-8998 ABN AMRO BANK N.V. By:/s/ Robert J. Graff Its:Vice President And By: /s/ John Ellenwood Its: Vice President 135 S. LaSalle Street Suite 525 Chicago, Illinois 60603 Attention: Robert J. Graff Telex: 6732700 Facsimile No. (312) 606-8435 5 CONSENT AND AGREEMENT Each of the undersigned hereby: (a) fully consents to the terms and provisions of this Assumption Agreement and the consummation of the transactions contemplated hereby; (b) agrees that its obligations as Guarantor under the Permitted Borrowers Guaranty (as defined in the Credit Agreement) are hereby ratified and confirmed and shall remain in full force and effect as set forth therein, and acknowledges that it has no defense, offset or counterclaim with respect to its obligations as Guarantor, as aforesaid, or otherwise in connection with the Credit Agreement or this Assumption Agreement; (c) represents and warrants that, after giving effect to this Assumption Agreement, its representations and warranties contained in Sections 6.1 through 6.21 of the Credit Agreement are true and correct on and as of the Effective Date hereof with the same force and effect as if made on as of such Effective Date; (d) Each of the undersigned acknowledges that this Consent and Agreement hereto is a condition to the Agents and the Banks entering into this Assumption Agreement and it is in its interest and to its financial benefit to execute this Consent and Agreement. Dated: February 28, 1995 6 F&F HOLDING GMBH By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams c/o R.P. Scherer International R. P. SCHERER CANADA INC. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams R.P. SCHERER LIMITED By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams SCHERER DDS LIMITED By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams 7 R.P. SCHERER HOLDINGS LTD. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams R.P. SCHERER HOLDINGS PTY. LTD. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams R.P. SCHERER PTY. LTD. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams R.P. SCHERER S.A. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams 8 R.P. SCHERER S.p.A. By: /s/ Nicole S. Williams Its: Attorney c/o R.P. Scherer International Corporation 2075 West Big Beaver Road Troy, Michigan 48084 Attention: Nicole S. Williams EX-4.3 4 EXHIBIT 4.3 1 EXHIBIT 4.3 CERTIFICATE OF OWNERSHIP MERGING R.P. SCHERER INTERNATIONAL CORPORATION into R.P. SCHERER CORPORATION (Pursuant to Section 253 of the General Corporation Law of Delaware) R.P. Scherer Corporation, a corporation incorporated on the 25th day of April, 1989, pursuant to the provisions of the General Corporation Law of the State of Delaware (the "Corporation"); DOES HEREBY CERTIFY that this Corporation owns 100% of the capital stock of R.P. Scherer International Corporation, a corporation incorporated on the 5th day of May, 1969, pursuant to the provisions of the General Corporation Law of Delaware, and that this Corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 16th day of December, 1994, determined to and did merge into itself said R.P. Scherer International Corporation effective 11:59 p.m. on February 28, 1995, which resolution is in the following words to wit: WHEREAS, this Corporation lawfully owns 100% of the outstanding stock of R.P. Scherer International Corporation, a corporation organized and existing under the laws of the State of Delaware; and WHEREAS, this Corporation desire to merge into itself the said R.P. Scherer International Corporation and to be possessed of all the estate, property, rights, privileges and franchises of said corporation. NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself said R.P. Scherer International Corporation and assumes all of its liabilities and obligations; FURTHER RESOLVED, that the Chairman, the President, any Vice President, the Controller, and the Secretary of this Corporation (the "Authorized Officers") be, and each of them hereby is, authorized and directed to make and execute, under the corporate seal of this Corporation, a Certificate of Ownership setting forth a copy of the resolutions to merge said R.P. Scherer International Corporation and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of Kent County; and FURTHER RESOLVED, that the Authorized Officers of this Corporation be, and each of them hereby is, authorized and directed to take such other actions and to execute and deliver such other documents, whether within or without the State of Delaware, which may in the discretion of such officers be necessary or proper to effect said merger, the execution thereof to be conclusive evidence of authorization hereunder. IN WITNESS WHEREOF, said R.P. Scherer Corporation has caused its corporate seal to be affixed and this certificate to be signed by Aleksandar Erdeljan, its President, and attested by Nicole S. Williams, its Secretary, this 27th day of February, 1995. R.P. SCHERER CORPORATION By: /s/ Aleksandar Erdeljan ----------------------- Aleksandar Erdeljan President ATTEST: /s/ Nicole S. Williams ---------------------- Nicole S. Williams Secretary 2 (Letterhead of State of Delaware Office of the Secretary of State) I, Edward J. Freel, Secretary of State of the State of Delaware, do hereby certify the attached is a true and correct copy of the certificate of ownership, which merges: "R.P. Scherer International Corporation", a Delaware Corporation, with and into "R.P. Scherer Corporation" under the name of "R.P. Scherer Corporation", a corporation organized and existing under the laws of the state of Delaware, as received and filed in this office the twenty-eighth day of February, A.D. 1995, at 8:30 o'clock A.M. A certified copy of this certificate has been forwarded to the Kent Country recorder of deeds for recording. [Seal] /s/ Edward J. Freel Edward J. Freel, Secretary of State Authentication: 7423005 Date: 02/28/95 -----END PRIVACY-ENHANCED MESSAGE-----