-----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, Rjv9w9HNH2tlQ4DoQaAoucG5LDwx/JyyPRmfWN0ZHuG/4d7HHKmXFcZ2wLE0ct9b Yuo29nKLErypuBfKH5GMOA== 0001104659-07-018024.txt : 20070312 0001104659-07-018024.hdr.sgml : 20070312 20070312102542 ACCESSION NUMBER: 0001104659-07-018024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070312 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070312 DATE AS OF CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC CENTRAL INDEX KEY: 0000008855 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 160338330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00439 FILM NUMBER: 07686507 BUSINESS ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 BUSINESS PHONE: 7166649600 MAIL ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 FORMER COMPANY: FORMER CONFORMED NAME: AVM CORP DATE OF NAME CHANGE: 19850520 8-K 1 a07-7722_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 Exchange Act of 1934


 

Date of Report (Date of earliest event reported):  March 12, 2007

American Locker Group Incorporated
(Exact Name of Registrant as Specified in its Charter)


 

Delaware

 

0-439

 

16-0338330

(State of Incorporation)

 

(Commission File Number)

 

(IRS employer identification no.)

 

815 S. Main Street
Grapevine, Texas 76051
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (817) 239-1600

Not Applicable
Former name or 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

On March 6, 2007, American Locker Group Incorporated, a Delaware corporation (the “Company”), obtained a $750,000 revolving line of credit (the “Line of Credit”) and a $2,200,000 term loan (the “Term Loan”) from The F&M Bank and Trust Company (the “Lender”), a $1 billion bank with operations in Texas and Oklahoma.  The Line of Credit was established under a Loan Agreement (the “Credit Agreement”) between the Company, the Lender and Altreco, Incorporated, a Delaware corporation and wholly-owned subsidiary of the Company, as Guarantor (“Altreco”), and the Term Loan was established under a separate Loan Agreement (the “Loan Agreement”) between the Company, the Lender and Altreco, as Guarantor.

The proceeds of the Term Loan were used to satisfy the outstanding principal balance and related costs of the Company’s existing mortgage loan with Manufacturers and Traders Trust Company, under which the Company had been in default since March 2005.  The proceeds of the Line of Credit will be used primarily for working capital needs in the ordinary course of business and for general corporate purposes.

The Company can borrow, repay and reborrow principal under the Line of Credit from time to time during its term, but the outstanding principal balance under the Line of Credit may not exceed the lesser of the borrowing base or $750,000.  For purposes of the Line of Credit, “borrowing base” is calculated by multiplying eligible accounts receivable of the Company by 80%.

The outstanding principal balances on the Line of Credit and the Term Loan bear interest at the prime rate plus 75 basis points (0.75%).  Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal under the Line of Credit, together with all accrued but unpaid interest, is due at maturity, or March 5, 2008.  Payments on the Term Loan, consisting of $22,493.16 in principal and accrued interest (subject to upward adjustment based upon, among other things, the current interest rate in effect), are due monthly beginning April 5, 2007.  The entire outstanding balance of the Term Loan is due on March 5, 2012.

The Line of Credit is secured by a first priority lien on all of the Company’s accounts receivable, inventory and equipment pursuant to a Security Agreement between the Company and the Lender (the “Credit Security Agreement”), and it is guaranteed by Altreco pursuant to a Guaranty Agreement (the “Credit Guaranty Agreement”).  The Term Loan is secured by a Deed of Trust, Security Agreement and Assignment of Rents, Leases, Incomes and Agreements (the “Deed of Trust”) executed by the Company and Altreco for the benefit of the Lender, and an Assignment of Rents and Leases executed by Altreco for the benefit of Lender, covering the Company’s primary manufacturing and headquarters facility located in Grapevine, Texas (the “Property”).  The Term Loan is also guaranteed by Altreco pursuant to a separate Guaranty Agreement (the “Term Guaranty Agreement”).

The Credit Agreement and Loan Agreement contain covenants, including financial covenants, with which the Company must comply, including a current assets to current liabilities ratio, a debt service coverage ratio and a total liabilities to tangible net worth ratio.  Subject to the Lender’s consent, the Company is prohibited under the Credit Agreement and the Loan Agreement, except under certain circumstances, from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues.  Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lender’s consent.

If a default occurs under the Credit Agreement or the Loan Agreement due to the Company’s breach of the provisions of the Credit Agreement or the Loan Agreement, the Lender may declare all

2




amounts outstanding under the Line of Credit or the Term Loan immediately due and payable, as applicable.  In such event, the Lender may exercise any rights or remedies it may have, including taking possession of the collateral under the Credit Security Agreement or foreclosure of the Deed of Trust, or enforcement of its rights under the Credit Guaranty Agreement, the Assignment of Rents and Leases or the Term Guaranty Agreement, as applicable.  Any such event may materially impair the Company’s ability to conduct its business.

On March 9, 2007, the Company issued a press release announcing the Term Loan and the Line of Credit, which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures required by this Item 2.03 are incorporated herein by reference to the disclosures relating to the Term Note and the Line of Credit contained under Item 1.01 above.

Item 8.01 Other Events.

On March 9, 2007, the Company issued as press release, which is attached hereto as Exhibit 99.1, announcing that it has postponed its 2006 annual meeting of stockholders, which was originally scheduled to occur in December of 2006, until the earliest practicable date in 2007 following the preparation of the Company’s financial statements for the 2005 fiscal year.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.

 

Description

 

99.1

 

Press release, dated March 9, 2007.

 

3




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.

 

AMERICAN LOCKER GROUP INCORPORATED

Date: March 12, 2007

 

By:

 

/s/ Edward F. Ruttenberg

 

 

 

 

Name:

 

Edward F. Ruttenberg

 

 

 

 

Title:

 

Chairman, Chief Executive Officer,

 

 

 

 

 

 

Chief Operating Officer and Treasurer

 

4




EXHIBIT INDEX

Exhibit No.

 

Description

 

99.1

 

Press release, dated March 9, 2007.

 

 

5



EX-99.1 2 a07-7722_1ex99d1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

American Locker Group Incorporated Announces New Credit Facility with The F&M Bank and Trust Company

Grapevine, Texas — March 9, 2007 — American Locker Group Incorporated (OTC:ALGI.PK) (“American Locker”) announced today that it has obtained a new $2.95 million credit facility from The F&M Bank and Trust Company which was used to repay the existing mortgage loan on its headquarters facility with Manufacturers and Traders Trust Company and establish a new revolving credit facility.  American Locker had been in technical default of its mortgage loan since March 2005.

The new credit facility consists of a $2.2 million term loan and a $750,000 revolving line of credit.  The loans bear interest at prime plus 75 basis points (0.75%).  The revolving line of credit matures on March 5, 2008 and the term loan matures on March 5, 2012.

Edward Ruttenberg, Chairman and CEO, stressed that “The new credit facility will allow American Locker to focus on implementing our business plan and eliminate the uncertainty associated with our prior loan agreement.  The management team at American Locker appreciates the confidence that F&M has placed in us.”

According to F&M senior vice president, David Broussard, “American Locker continues to emerge successfully from its corporate move from New York to Texas.  We are very pleased to have this new association with the management team at American Locker, and to play a significant role in the growth and success of this fine company.”

In addition, American Locker has postponed its 2006 annual meeting of stockholders, which was originally scheduled to occur in December of 2006, until the earliest practicable date in 2007 following the preparation of American Locker’s financial statements for the 2005 fiscal year.

About American Locker Group Incorporated

American Locker is the world’s premier supplier of secure storage lockers under the American Locker Security Systems and Canadian Locker brands.  American Locker’s systems range from classic coin-operated lockers to computer/electronic-controlled distribution systems to employee and personal lockers. American Locker is known for its iconic orange keys and is viewed as the industry standard for secure storage.  Its Security Manufacturing Corporation subsidiary is a leading provider of commercial mailboxes through a national distribution network.  Security Manufacturing offers a complete line of U.S. Postal Service approved mailboxes including horizontal and vertical apartment mailboxes, cluster box units (CBUs), locking residential mailboxes, plus multi-styles for the private sectors and universities.

Further information about American Locker and its subsidiaries is available at www.americanlocker.com, www.securitymanufacturing.com and www.canadianlocker.com .




About The F&M Bank and Trust Company

The F&M Bank & Trust Company is a $1 billion, 61-year old bank based in Tulsa, Oklahoma with operations in Dallas, Texas.  Its primary focus is on middle-market companies and the owners and management teams who run them.  Further information about The F&M Bank & Trust Company is available at www.fmbanktexas.com

Contacts:

American Locker Group Incorporated

Edward Ruttenberg, Chairman and CEO, (817) 329-1600

The F&M Bank and Trust Company

David Broussard, Senior Vice-President, (214) 780-2002

In the interests of providing Company shareholders and potential investors with information regarding the Company, including the Company’s assessment of its and its subsidiaries’ future plans and operations, certain statements included in this press release may constitute forward-looking information or forward-looking statements (collectively, “forward-looking statements”). All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate” and similar expressions are generally intended to identify forward-looking statements. Actual events or results may differ materially.  Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.  Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company and the foregoing list of important factors is not exhaustive. These forward-looking statements made as of the date hereof disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.  Company shareholders and potential investors should carefully consider the information contained in the Company’s filings with United States securities administrators at www.sec.gov before making investment decisions with regard to the Company.



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