-----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, ZAMRzjpVdkMP+xijTRiTERFVowL42iM0/3sFxz8I/mAKyLwS3DS1hi1b7hx931z/ +xbWt6Sj0ITDVktZBEMzsg== 0000950149-94-000195.txt : 19940910 0000950149-94-000195.hdr.sgml : 19940910 ACCESSION NUMBER: 0000950149-94-000195 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENEVA STEEL CENTRAL INDEX KEY: 0000860192 STANDARD INDUSTRIAL CLASSIFICATION: 3310 IRS NUMBER: 930942346 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10459 FILM NUMBER: 94548030 BUSINESS ADDRESS: STREET 1: 10 S GENEVA RD CITY: VINEYARD STATE: UT ZIP: 84058 BUSINESS PHONE: 8012279000 MAIL ADDRESS: STREET 1: PO BOX 2500 CITY: PROVO STATE: UT ZIP: 84603 10-Q/A 1 AMENDMENT NO. 1 TO 10-Q 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File #1-10459 GENEVA STEEL COMPANY (Exact name of registrant as specified in its charter) UTAH 93-0942346 (State of Incorporation) (I.R.S. Employer Identification No.)
10 South Geneva Road Vineyard, Utah (Address of principal executive offices) 84058 (Zip Code) Registrant's telephone number, including area code: (801) 227-9000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each class of the issuer's common stock, as of the latest practicable date. 13,050,823 and 20,989,688 shares of Class A and Class B common stock, respectively, outstanding as of July 22, 1994. 2 Part II of the Registrant's Quarterly Report on Form 10-Q and the related Exhibit Index are hereby amended by filing as an exhibit thereto the Fourteenth Amendment to the Revolving Credit Agreement, as indicated below. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.
Exhibit Filed Number Exhibit Herewith ------ --------------- -------- 10.1 Agreement for Sale and Purchase of Coke between the Company and Pacific Basin Resources, a division of Oxbow Carbon and Minerals, Inc., dated April 29, 1994.Dagger 10.2 Fourteenth Amendment to Revolving Credit X Agreement dated as of June 30, 1994 among the Company, Citibank, N.A. and Citicorp USA, Inc.
_______ Dagger Previously filed. (b) Reports on Form 8-K. The Company has not filed any reports on Form 8-K during the three months ended June 30, 1994. Page 2 of 4 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the quarterly report to be signed on its behalf by the undersigned thereunto duly authorized. GENEVA STEEL COMPANY By: \s\ DENNIS L. WANLASS _______________________________ Dennis L.Wanlass, Vice President, Treasurer and Chief Financial Officer Dated: September 2, 1994 Page 3 of 4 4 GENEVA STEEL COMPANY EXHIBIT INDEX
Regulation S-K Filed Exhibit No. Description Herewith --------------- ----------- -------- 10.2 Fourteenth Amendment to Revolving Credit X Agreement dated as of June 30, 1994 among the Company, Citibank, N.A. and Citicorp USA, Inc.
Page 4 of 4 EX-10.2 2 FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREE. 1 EXHIBIT 10.2 FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT Fourteenth Amendment to Revolving Credit Agreement (this "Amendment"), dated as of June 30, 1994, in respect of and to that certain Revolving Credit Agreement, dated as of April 29, 1992 (as amended by this Amendment and as the same shall have been heretofore or shall be hereafter amended, modified or supplemented, the "Credit Agreement", and the terms defined therein and not otherwise defined herein being used herein as therein defined), among Geneva Steel Company, a Utah corporation (the "Borrower"), the lenders party thereto (the "Lenders"), Citibank, N.A., as Issuer (the "Issuer") and Citicorp USA, Inc., as Agent for the Lenders (the "Agent"). W I T N E S S E T H : WHEREAS, the Borrower has requested that the Credit Agreement be amended in certain respects; and WHEREAS, the Lenders, the Issuer and the Agent are willing to amend the Credit Agreement but only on the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows: SECTION 1. Amendments to Credit Agreement. Subject to and upon the satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows: 1.1. Section 5.1 of the Credit Agreement is hereby amended by (a) deleting "3.00:1.0" appearing opposite the date "June 30, 1994", and substituting therefor "3.15:1.0", (b) deleting "3.00:1.0" appearing opposite the date "July 31, 1994" and substituting therefor "3.30:1.0", and (c) deleting "3.00:1.00" appearing opposite the date "August 31, 1994", and substituting therefor "3.35:1.0". 1.2. Section 5.2 of the Credit Agreement is hereby amended by (a) deleting "$140,000,000 appearing opposite the date "July 31, 1994", and substituting therefor "135,000,000", and (b) deleting "$140,000,000" appearing opposite the date "August 31, 1994" and substituting therefor "$133,000,000". 2 SECTION 2. Conditions Precedent. 2.1. This Amendment shall become effective (the "Effective Date") if and when, and only when, the Agent shall have received counterparts of this Amendment executed by the Borrower, the Agent, the Issuer and the Majority Lenders, and the Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated as of the date hereof, in form and substance satisfactory to the Agent and in sufficient original copies for each Lender: (a) Certified copies of the resolutions of the Board of Directors of the Borrower, evidencing authorization of the Borrower to enter into this Amendment and the documents, transactions and matters contemplated hereby; (b) A certificate of the Secretary or an Assistant Secretary of the Borrower, certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver this Amendment on behalf of the Borrower; and (c) A certificate, signed by a Responsible Officer of the Borrower, stating that the conditions specified in Section 2.2 hereof have been satisfied. 2.2. The effectiveness of this Amendment is subject to the further conditions precedent that: (a) The execution and delivery by the Borrower of this Amendment are not enjoined, temporarily, preliminarily or permanently; (b) All costs and accrued and unpaid fees and expenses owing by the Borrower to the Agent or the Lenders, to the extent due and payable on or prior to the Effective Date, shall have been paid; and (c) The following statements shall be true and correct on the Effective Date: (i) The representations and warranties of the Borrower in each Loan Document (after giving effect to this Amendment) and in this Amendment are correct and accurate on and as of the Effective Date, as though made on and as of the Effective Date; and 2 3 (ii) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. SECTION 3. Representations and Warranties. In order to induce the Lenders, the Issuer and the Agent to enter into this Amendment, the Borrower represents and warrants to the Lenders and the Agent as follows: 3.1. The execution, delivery and performance by the Borrower of this Amendment and each other document and instrument to be delivered hereunder: (a) are within the Borrower's corporate powers; (b) have been duly authorized by all necessary corporate action, including, without limitation, the consent of shareholders where required; (c) do not and will not (i) contravene its Articles of Incorporation, by-laws or other comparable governing documents, (ii) violate any Requirement of Law (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, (iii) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrower, or (iv) result in the creation or imposition of any Lien upon any of the property of the Borrower; and (d) do not require the consent, authorization by, or approval of, or notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained and copies of which have been delivered to the Agent, each of which is in full force and effect. 3.2. This Amendment has been duly executed and delivered by the Borrower. 3.3. This Amendment is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. SECTION 4. Miscellaneous. 4.1. This Amendment and the rights of the parties hereto shall be governed by, and construed in accordance with, the law of the State of New York. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as 3 4 to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. 4.2. Any legal action or proceeding with respect to this Amendment or any document related hereto may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Amendment, the Borrower hereby accepts, and submits to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 4.3. Nothing contained in this Section 4 shall affect the right of the Agent, any Lender or any holder of a Note to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction. 4.4. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Amendment, or any course of conduct, course of dealing, verbal or written statement or action of any party hereto. 4.5. The Section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 4.6. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 4.7. Except as expressly amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. 4 5 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by an officer thereunto duly authorized, as of the date first above written. GENEVA STEEL COMPANY By: /s/ Dennis L. Wanlass ____________________________ Name: Dennis L. Wanlass Title: Vice President, Treasurer and Chief Financial Officer CITICORP USA, INC., as Agent By: /s/ Shapleigh B. Smith _____________________________ Name: Shapleigh B. Smith Title: Vice President CITICORP USA, INC., as Lender By: /s/ Shapleigh B. Smith ____________________________ Name: Shapleigh B. Smith Title: Vice President 5 6 CITIBANK, N.A., as Issuer By: /s/ Shapleigh B. Smith __________________________ Name: Shapleigh B. Smith Title: Vice President BANK ONE, UTAH, N.A., as Lender By: /s/ Stephen A. Cazier __________________________ Name: Stephen A. Cazier Title: Vice President FIRST SECURITY BANK OF UTAH, N.A., as Lender By: /s/ Scott M. Eastwood __________________________ Name: Scott M. Eastwood Title: Vice President 6 -----END PRIVACY-ENHANCED MESSAGE-----