-----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, GIa9bgbQw1fOu205vk3J27EVmW6hSby4n8+zHeYV2mSCvy3yCIaQnnUNAxAJdqk1 Adm/qUi0hHbxNNaZd+M2mw== 0000927016-02-005223.txt : 20021101 0000927016-02-005223.hdr.sgml : 20021101 20021101171506 ACCESSION NUMBER: 0000927016-02-005223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021031 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODWORKERS WAREHOUSE INC CENTRAL INDEX KEY: 0001161625 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 043579658 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33289 FILM NUMBER: 02807139 BUSINESS ADDRESS: STREET 1: 126 OXFORD STREET CITY: LYNN STATE: MA ZIP: 01901 BUSINESS PHONE: 7818530900 MAIL ADDRESS: STREET 1: 126 OXFORD STREET CITY: LYNN STATE: MA ZIP: 01901 8-K 1 d8k.txt FORM 8K 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): October 31, 2002 WOODWORKERS WAREHOUSE, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-3579658 -------------------------- ----------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 000-33289 ----------------------------------------------------------------------------- (Commission File Number) 126 Oxford Street Lynn, Massachusetts 01901-1132 ----------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (781) 853-0900 z Item 5. Other Events Effective as of October 31, 2002, the Loan and Security Agreement by and among Woodworkers Warehouse, Inc. (the "Company"), Bank of America, N.A., Foothill Capital Corporation and Transamerica Business Capital Corporation (the "Loan Agreement"), was amended to, among other things, (1) have each lender waive the Company's non-compliance with the fixed charges ratio covenant contained in Section 10.27 of the Loan Agreement for the Company's second fiscal quarter in 2002, (2) change the fixed charges ratio covenant to terms more favorable to the Company (described below), and (3) exclude severance, recruiting and certain legal and professional costs of $751,000 and up to an additional $200,000 of such costs from the Company's EBITDA for purposes of calculating the fixed charges ratio. Pursuant to the amendment, the Company will be required to maintain a rolling 12-month fixed charges ratio (EBITDA divided by the sum of capital expenditures, interest expenses, income tax expenses, principal debt payments and any cash payment made to creditors in accordance with the $2 million settlement under the bankruptcy plan of the Company's predecessor), determined as of the end of fiscal 2002 and the end of each fiscal quarter thereafter, as follows: February, 2003 60 : 1.00 May, 2003 75 : 1.00 August, 2003 90 : 1.00 November, 2003 (and each fiscal quarter ending thereafter) 1.00 : 1.00 In addition, the amendment requires that the Company have a rolling 12-month EBITDA of $350,000 as of the end of its third fiscal quarter in 2002. In consideration of the waiver and amendment, the Company agreed to pay a $30,000 fee to the lenders on a pro rata basis. The entire text of the amendment is included as Exhibit 99.1 to this Form 8-K. Item 7. Exhibits 99.1 Amendment No. 3, dated as of October 31, 2002 to the Loan and Security Agreement, dated as of October 29, 2001, by and among Woodworkers Warehouse, Inc., Bank of America N.A., Foothill Capital Corporation and Transamerica Business Capital Corporation. SIGNATURE 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. Date: November 1, 2002 WOODWORKERS WAREHOUSE, INC. Registrant By: /s/ Walter Spokowski -------------------- Walter Spokowski Chief Executive Officer EX-99.1 3 dex991.txt AMENDMENT NO. 3 TO THE LOAN AND SECURITY AGREEMENT AMENDMENT No. 3, dated as of October 31, 2002 (this "Amendment"), to the Loan and Security Agreement, dated as of October 29, 2001 (as heretofore or hereafter amended, supplemented and otherwise modified, the "Agreement"), among Woodworkers Warehouse, Inc. (the "Borrower"), the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders") and Bank of America, N.A. as agent for the Lenders (in its capacity as agent, the "Agent"). W I T N E S S E T H : WHEREAS, the Borrower, the Agent and the Lenders are parties to the Agreement; WHEREAS, the Borrower has requested that the Lenders modify and waive certain provisions of the Agreement and the Lenders are willing to do so on the terms and conditions as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the respective meanings ascribed thereto in the Agreement. 2. Waiver of Certain Covenants. The Lender hereby waives any non-compliance by Borrower with the financial covenants set forth in Section 10.27 for the Fiscal Quarter ended August 24, 2002. 3. Amendments to the Agreement. The Agreement is hereby amended as follows: (a) Section 1 of the Agreement is hereby amended by adding the following paragraph at the end of the definition of "EBITDA": "EBITDA shall exclude one time severance, recruiting and legal cost of $751,000 and up to an additional $200,000 of such costs, including legal and professional fees in connection with the Chapter 11 Case No. 00-15431-CJK to be paid no later than February 28, 2003. (b) Section 1 of the Agreement is hereby amended by deleting the words "borrowed money" in the definition of Fixed Charges Ratio and replacing them with the word "Debt". (c) The following new Section 10.26 of the Agreement is hereby added: "10.26 EBITDA. On a consolidated basis, the Borrower shall have cumulative EBITDA for the four consecutive fiscal quarters ended on the last day of the fiscal quarter set forth below of not less than the amount set forth below opposite such fiscal quarter: Period Ending EBITDA ------------- ------ November, 2002 $350,000.00" (d) Section 10.27 of the Agreement is hereby deleted in its entirety and replaced with the following: "10.27 Fixed Charges Ratio. Borrower on a consolidated basis shall maintain a Fixed Charges Ratio, determined as of the last day of each fiscal quarter set forth below for the preceding four fiscal quarters ending on such last day, of not less than the amounts set forth below: Ratio ----- February, 2003 60 : 1.00 May, 2003 75 : 1.00 August, 2003 90 : 1.00 November, 2003 (and each fiscal quarter thereafter) 1.00 : 1.00 4. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants as follows, with the same effect as if such representations and warranties were set forth in the Agreement: (1) The Borrower has the power and authority to enter into this Amendment and has taken all corporate action required to authorize the Borrower's execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by the Borrower, and the Agreement, as amended hereby, constitutes the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. The execution, delivery, and performance of this Amendment and the Agreement, as amended hereby, by the Borrower will not violate its certificate of incorporation or by-laws or any material agreement or legal requirement binding on the Borrower. 2 (ii) On the date hereof and after giving effect to the terms of this Amendment, (A) the Agreement and the other Loan Documents are in full force and effect and constitute binding obligations, enforceable against the Borrower in accordance with their respective terms; (B) no Default or Event of Default has occurred and is continuing; and (C) the Borrower has no defense to or setoff, counterclaim or claim against payment of the Obligations and enforcement of the Loan Documents based upon a fact or circumstance existing or occurring on or prior to the date hereof. 5. Limited Effect. Except as expressly amended hereby, all of the covenants, representations and warranties (including, without limitation, those found in Section 9.1), and provisions of the Agreement are and shall continue to be in full force and effect. Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import and each reference in the other Loan Documents to the Agreement shall mean and be a reference to the Agreement as amended hereby. 6. Conditions of Effectiveness. This Amendment shall become effective when and only when (a) this Amendment shall be executed and delivered by the Borrower and the Majority Lenders and (b) the Agent shall have received, for the pro-rata benefit of each Lender, a fee in connection with the execution of this Amendment of $30,000.00. 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. 8. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts, each of which shall be an original, and all of which taken together shall be deemed to constitute one and the same instrument. 9. Amendment. No modification or waiver of any provision of this Amendment, or any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. "BORROWER" Woodworkers Warehouse, Inc. By: /s/ Walter S. Spokowski ------------------------------ Name: Walter S. Spokowski Title: CEO & President "AGENT" Bank of America, N.A. as the Agent By: /s/ William J. Wilson ------------------------------ Name: William J. Wilson Title: Vice President "LENDERS" Bank of America, N.A. as a Lender By: /s/ William J. Wilson ------------------------------ Name: William J. Wilson Title: Vice President Foothill Capital Corporation By: /s/ Juan Barrera ------------------------------ Name: Juan Barrera Title: Assistant Vice President Transamerica Business Capital Corporation By: /s/ Michael S. Burns ------------------------------ Name: Michael S. Burns Title: Senior Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----