-----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, ERkKwKvs/yXUh2ZHIwGUYiBgaP89xL2WCqfmWUcmAV/niz01o18LmIHgqd7q6/Y7 7uwo7LBzdkkasmC2v+R3LQ== 0000950131-97-007411.txt : 19971224 0000950131-97-007411.hdr.sgml : 19971224 ACCESSION NUMBER: 0000950131-97-007411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971223 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABC RAIL PRODUCTS CORP CENTRAL INDEX KEY: 0000913364 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 363499749 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22906 FILM NUMBER: 97742669 BUSINESS ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: STE 1300 CITY: CHICAGO STATE: IL ZIP: 60604-2402 BUSINESS PHONE: 3123220360 MAIL ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: 200 S MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60604 8-K 1 FORM 8-K 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): December 22, 1997 Commission File Number 0-22906 --------- ABC RAIL PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3498749 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 200 SOUTH MICHIGAN AVENUE SUITE 1300 CHICAGO, ILLINOIS 60604 (312) 322-0360 (Address and telephone number of principal executive offices) ITEM 5. OTHER EVENTS. ABC Rail Products Corporation (the "Company") is filing herewith an exhibit that relates to the Company's Registration Statement on Form S-3, filed with the Securities and Exchange Commission on November 15, 1996 (Registration No. 333-16241). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 4.1 Second Supplemental Indenture to the Indenture dated as of January 15, 1997 between the Company and First Trust National Association, as Trustee. 2 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. ABC RAIL PRODUCTS CORPORATION By /s/ D. Chisholm MacDonald ----------------------------------------------- D. Chisholm MacDonald Executive Vice President--Administration and Development and Chief Financial Officer Date: December 23, 1997 EXHIBIT INDEX -------------
EXHIBIT NUMBER DOCUMENT DESCRIPTION - --------- --------------------- 4.1 Second Supplemental Indenture to the Indenture dated as of January 15, 1997 between the Company and First Trust National Association, as Trustee.
EX-4.1 2 SECOND SUPPLEMENTAL INDENTURE ABC RAIL PRODUCTS CORPORATION the Company AND FIRST TRUST NATIONAL ASSOCIATION the Trustee ____ SECOND SUPPLEMENTAL INDENTURE Dated as of December 1, 1997 Supplementing that certain Indenture Dated as of January 15, 1997 as heretofore supplemented and amended through and including the First Supplemental Indenture dated January 15, 1997 SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE dated as of December 1, 1997 (this "Amendment") is made and entered into by and between ABC RAIL PRODUCTS CORPORATION, a Delaware corporation (the "Company"), and FIRST TRUST NATIONAL ASSOCIATION, Chicago, Illinois, a national banking association, as trustee (the "Trustee") under the Indenture dated as of January 15, 1997 (as heretofore supplemented and amended through and including the First Supplemental Indenture dated January 15, 1997, the "Indenture"), between the Company and the Trustee. Except as otherwise provided herein, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture. RECITALS WHEREAS, pursuant to Sections 301 and 303 of the Indenture, the Company has heretofore executed the Officer's Certificate dated as of January 28, 1997 (the "Officer's Certificate") establishing the provisions of a series of Securities under the Indenture entitled "9 1/8% Senior Subordinated Notes Due 2004" (the "2004 Notes"); WHEREAS, it is currently necessary for the Company to restate its consolidated financial statements for the fiscal year ended July 31, 1996; WHEREAS, as a result of the restatement of the Company's consolidated financial statements for the fiscal year ended July 31, 1996, the Company's Consolidated Net Worth (as defined in the Officer's Certificate) as of October 31, 1996 increased from approximately $55.1 million to approximately $56.6 million; WHEREAS, pursuant to Section 901(2) of the Indenture, without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental to the Indenture, in form satisfactory to the Trustee and the Company, to, among other things, add to the covenants of the Company for the benefit of the Holders of all or any series of Securities; WHEREAS, the Company and the Trustee desire to amend one of the covenants of the Company contained in the Officer's Certificate for the benefit of the holders of the 2004 Notes in order to reflect the restatement by the Company of its consolidated financial statements for the fiscal year ended July 31, 1996; WHEREAS, this Amendment has been authorized by a Board Resolution; WHEREAS, the amendment to the Officer's Certificate that is contemplated by this Amendment adds to the covenants of the Company for the benefit of the Holders of the 2004 Notes and is not otherwise prohibited by Section 902 of the Indenture; NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I AMENDMENTS --------------------- Section 1.1 Definitions. Capitalized terms used in this Article I shall have the meanings assigned such terms in the Officer's Certificate. Section 1.2 Consolidated Net Worth. Subparagraph (b) of Paragraph 10 of the Officer's Certificate is hereby amended to read as follows: "The Company will maintain Consolidated Net Worth at the end of each of its fiscal quarters at an amount not less than the sum of (i) $56.6 million, plus (ii) 35% of Consolidated Net Income for each of its fiscal quarters occurring after October 31, 1996 plus (iii) 85% of the amount of the net proceeds from the sale of any of the Company's or its Subsidiaries' capital stock, options or warrants computed on a cumulative basis;" ARTICLE II MISCELLANEOUS ------------------------- Section 2.1 Severability. If any provision of this Amendment is held to be in conflict with any applicable statute or rule of law, or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other part or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or Sections of this Amendment shall not affect the remaining portions of this Amendment, or any part hereof. Section 2.2 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois. Section 2.3 Execution in Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [the remainder of this page is intentionally left blank] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and attested in their names by their respective duly authorized officers, all as of the day and year first above written. ABC RAIL PRODUCTS CORPORATION /s/ D. Chisholm MacDonald --------------------------------------------- D. Chisholm MacDonald Executive Vice President - Administration and Development and Chief Financial Officer (SEAL) Attest: /s/ Charles E. Self - -------------------------- Charles E. Self Corporate Treasurer FIRST TRUST NATIONAL ASSOCIATION, as Trustee By:/s/ Larry Kusch ------------------------------ Title: Assistant Vice President (SEAL) Attest: /s/ H.H. Hall, Jr. - --------------------------- Title: Assistant Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----