-----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, RXrwrsBI/jWCcRwC4hfyNOaB0atj/c+A+I0szmWEF1ijYW5iLT3MFdSlC4gDWWwh 3puFL5AcsI3Rl+uNHH9qaA== 0000950135-96-001336.txt : 19960308 0000950135-96-001336.hdr.sgml : 19960308 ACCESSION NUMBER: 0000950135-96-001336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960307 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07484 FILM NUMBER: 96531967 BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 8-K 1 EKCO GROUP, INC. 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 event reported): December 31, 1995 ----------------- --------------- EKCO GROUP, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-7484 11-2167167 - --------------- ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 98 Spit Brook Road, Nashua, New Hampshire 03062 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 888-1212 -------------- --------------- 2 Item 5. Other Events. - ------- ------------- The registrant and its wholly-owned subsidiaries, Ekco Housewares, Inc. and Frem Corporation, have entered into an amendment (the "Amendment") dated as of December 31, 1995 with their lender banks which modifies the financial covenants of their bank credit agreement dated as of April 11, 1995. Reference is made to the Amendment, attached hereto as an exhibit, for specific information with respect thereto. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (c) Exhibit ------- 10.28(b) First Amendment to Credit Agreement dated as of December 31, 1995 among the registrant, Ekco Housewares, Inc., Frem Corporation, Fleet Bank of Massachusetts, N.A., as Agent, Fleet Bank of Massachusetts, N.A., ABN AMRO Bank N.V., The Sumitomo Bank, Limited, PNC Bank, National Association and Fleet National Bank of Massachusetts. 1 3 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 hereunto duly authorized. EKCO GROUP, INC. ---------------- (Registrant) Date: March 7, 1995 /s/ LINDA R. MILLMAN -------------------- Linda R. Millman Associate General Counsel 2 4 INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------ ------------------- 10.28(b) First Amendment to Credit Agreement dated as of December 31, 1995 among the registrant, Ekco Housewares, Inc., Frem Corporation, Fleet Bank of Massachusetts, N.A., as Agent, Fleet Bank of Massachusetts, N.A., ABN AMRO Bank N.V., The Sumitomo Bank, Limited, PNC Bank, National Association and Fleet National Bank of Massachusetts. 3 EX-10.28(B) 2 FIRST AMENDMENT TO CREDIT AGREEMENT 1 FIRST AMENDMENT TO CREDIT AGREEMENT This Amendment is made as of December 31, 1995 among EKCO GROUP, INC., a Delaware Corporation ("Group"), EKCO HOUSEWARES, INC., a Delaware corporation and a wholly owned subsidiary of Group ("Housewares"), and FREM CORPORATION, a Massachusetts corporation and a wholly owned subsidiary of Housewares ("Frem" and collectively with Group and Housewares, the "Borrowers"); FLEET BANK OF MASSACHUSETTS, N.A., a national banking association as agent (the "Agent") and the Lenders set forth below under a Credit Agreement dated as of April 11, 1995 (the "Credit Agreement"). WHEREAS the Borrowers and the Lenders have agreed to certain modifications of the financial covenants contained in the Credit Agreement; NOW, THEREFORE the parties agree as follows: 1. Section 7.1. Minimum Consolidated EBITDA is restated in its ------------ --------------------------- entirety to read as follows: "(a) The Consolidated EBITDA of Group and its Subsidiaries shall not be less than the amount set forth below as measured at the end of each fiscal quarter during the periods indicated, on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters:
Period Consolidated EBITDA (Group) ------ --------------------------- Fiscal Year End 1995 $43,000,000 First Quarter Fiscal Year 1996 through Third Quarter Fiscal Year 1996 48,000,000 Fiscal Year End 1996 through Third Quarter Fiscal Year 1997 51,000,000 Fiscal Year End 1997 and thereafter 54,000,000
(b) The Consolidated EBITDA of Housewares and its Subsidiaries shall not be less than the amount set forth below as measured at the end of each fiscal quarter during the periods indicated, on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters: 2
Period Consolidated EBITDA (Housewares) ------ -------------------------------- Fiscal Year End 1995 $26,500,000 First Quarter Fiscal Year 1996 through Third Quarter Fiscal Year 1996 33,000,000 Fiscal Year End 1996 through Third Quarter Fiscal Year 1997 36,000,000 Fiscal Year End 1997 and thereafter 40,000,000
2. Section 7.2. Ratio Of Consolidated EBITA to Consolidated Interest ------------ ---------------------------------------------------- Expense is restated in its entirety to read as follows: - ------- "(a) The ratio of Group's Consolidated EBITA to Consolidated Interest Expense shall not be less than 2:45:1.0 through Fiscal Year End 1995, nor less than 2.75:1.0 thereafter, as measured at the end of each fiscal quarter on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters. (b) The ratio of Housewares' Consolidated EBITA to Consolidated Interest Expense shall at no time be less than 2:00:1.0 through Fiscal Year End 1995, nor less than 2.75:1.0 thereafter, as measured at the end of each fiscal quarter on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters." 3. Section 7.3. Consolidated Fixed Charge Coverage Ratio is restated ------------ ---------------------------------------- in its entirety to read as follows: "The ratio of Group's Consolidated Cash Flow to Consolidated Fixed Charges shall not be less than the ratios set forth below as measured at the end of each fiscal quarter during the periods indicated, on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters:
Period Ratio ------ ----- Fiscal Year End 1995 1:40:1.0 First Quarter Fiscal Year 1996 through Third Quarter Fiscal Year 1996 1.50:1.0 Fiscal Year End 1996 and thereafter 1.00:1.0
2 3 In the event that the 12.70% Notes are refinanced, replaced or restructured in a manner which extends the maturity dates of principal payments thereunder, then the numerator of the required ratio for periods from and after Fiscal Year End 1996 shall no longer be 1.00, but shall be equal to the sum of (a) one (1) PLUS (b) the product of .50 TIMES a fraction, the numerator of which is the aggregate scheduled payments of principal on the 12.70% Notes for the preceding four fiscal quarters after giving effect to such refinancing, replacement or restructuring, and the denominator of which is the aggregate scheduled payments of principal on the 12.70% Notes for the preceding four fiscal quarters as such instruments are in effect as of the Closing Date." 4. Section 7.4. Ratio of Consolidated Senior Funded Indebtedness to ------------ --------------------------------------------------- Consolidated EBITDA is amended to read as follows: - ------------------- "The ratio of Group's Consolidated Senior Funded Indebtedness to Consolidated EBITDA shall not exceed the ratios set forth below as measured at the end of each fiscal quarter during the periods indicated, on the basis of the fiscal quarter ending on such date and the three immediately preceding fiscal quarters:
Period Ratio ------ ----- Fiscal Year End 1995 2:45:1.0 First Quarter Fiscal Year 1996 through Third Quarter Fiscal Year 1996 2.25:1.0 Fiscal Year End 1996 and thereafter 2.00:1.0"
5. The Borrowers will pay a fee in the amount of $37,500 upon execution of this First Amendment which will be shared pro rata among the Lenders. 6. Except as set forth in this First Amendment, the Credit Agreement remains in full force and effect. 3 4 WITNESS, the execution hereunder under seal as of the date set forth above: EKCO GROUP, INC. By: /S/ DONATO A. DeNOVELLIS ------------------------ Name: Donato A. DeNovellis Title: Executive Vice President, Finance & Administration & Chief Financial Officer EKCO HOUSEWARES, INC. By: /S/ DONATO A. DeNOVELLIS ------------------------ Name: Donato A. DeNovellis Title: Vice President & Chief Financial Officer FREM CORPORATION By: /S/ DONATO A. DeNOVELLIS ------------------------- Name: Donato A. DeNovellis Title: Vice President, Chief Financial Officer & Clerk AGENT: FLEET BANK OF MASSACHUSETTS, N.A., as Agent By: /S/ MICHAEL A. PALMER --------------------- Name: Michael A. Palmer Title: Vice President LENDERS: FLEET BANK OF MASSACHUSETTS, N.A. By: /S/ MICHAEL A. PALMER --------------------- Name: Michael A. Palmer Title: Vice President 4 5 ABN AMRO BANK N.V., BOSTON BRANCH By: /S/ CHARLES J. WAHLE / BRIAN M. HORGAN -------------------------------------- Name: Charles J. Wahle / Brian M. Horgan Title: A.V.P. A.V.P. THE SUMITOMO BANK, LIMITED By: /S/ EASTMAN, D.G. / ALFRED DeGEMMIS ----------------------------------- Name: Eastman, D.G. / Alfred DeGemmis Title: V.P. & Mgr. V. P. PNC BANK, NATIONAL ASSOCIATION By: /S/ KWAN L. GRAYS ----------------- Name: Kwan L. Grays Title: Assistant Vice President FLEET NATIONAL BANK OF MASSACHUSETTS By: /S/ THOMAS F. McNAMARA ---------------------- Name: Thomas F. McNamara Title: Vice President 5 -----END PRIVACY-ENHANCED MESSAGE-----