-----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, QM7Q1JOOc1oLOQzOxGScLvP93I5jMgKg5fyg1RaYNnQY12YDtGC6bAyKNnBcc+xl SEuk4ZOUhDrjAX8TuIwq9A== 0000906275-99-000009.txt : 19990628 0000906275-99-000009.hdr.sgml : 19990628 ACCESSION NUMBER: 0000906275-99-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990623 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHATWINS GROUP INC CENTRAL INDEX KEY: 0000906275 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 742156829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-63274 FILM NUMBER: 99652017 BUSINESS ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: STE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 BUSINESS PHONE: 4128855501 MAIL ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: SUITE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 8-K 1 FORM 8-K 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 June 23, 1999 - ------------------------------------------------------------------------------ Date of Report (Date of earliest event reported) CHATWINS GROUP, INC. - ------------------------------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Delaware 33-63274 74-2156829 - ------------------------------------------------------------------------------ (State or other (Commission File No.) (IRS Employer jurisdiction Identification No.) of incorporation) 300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 412-885-5501 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) (Zip Code) 2 ITEM 5. Other Events ------------ On June 23, 1999, Chatwins Group, Inc. (the "Company") sent a "Notice of Termination of Extension of Request to Withdraw Tendered Securities" (the "Notice") to the holders of the Company's 13% Senior Notes due 2003 (the "Securities") who tendered Securities (the "Tendered Securities") pursuant to a Purchase Offer made by the Company on May 12, 1999 to purchase 50% of the originally issued principal amount of Securities. A copy of the Notice is attached hereto as Exhibit 20.4. On June 23, 1999, the Company also delivered a Notice of Cure of Event of Default (the "Cure Notice") to State Street Bank and Trust Company, as successor Trustee to the First National Bank of Boston (the "Trustee") under the Indenture, dated as of May 1, 1993, between the Company and the Trustee, describing that the Company has cured the Event of Default that occurred when the Company failed to timely fulfill its obligations under the Purchase Offer by purchasing the Tendered Securities. A copy of the Cure Notice is attached hereto as Exhibit 20.5. ITEM 7. Exhibits -------- (c) Exhibits 20.4 Notice, dated June 23, 1999, of Termination of Extension of Request to Withdraw Tendered Securities to Holders of Senior Notes tendered to Chatwins Group, Inc. 20.5 Notice, dated June 23, 1999, to the Trustee of Cure of Event of Default. 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. CHATWINS GROUP, INC. Dated: June 25, 1999 By:/s/John M. Froehlich ---------------------------------- John M. Froehlich Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 20.4 Notice, dated June 23, 1999, of Termination of Extension of Request to Withdraw Tendered Securities to Holders of Senior Notes tendered to Chatwins Group, Inc. 20.5 Notice, dated June 23, 1999, to the Trustee of Cure of Event of Default. EX-20.4 2 NOTICE 5 EXHIBIT 20.4 CHATWINS GROUP, INC. 300 Weyman Plaza, Suite 340 Pittsburgh, PA 15236 TO: HOLDERS OF SENIOR NOTES TENDERED TO CHATWINS GROUP, INC. FROM: Chatwins Group, Inc. DATE: June 23, 1999 RE: Notice of Termination of Extension of Request to Withdraw --------------------------------------------------------- Tendered Securities ------------------- Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Indenture, dated as of May 1, 1993, between Chatwins Group, Inc. (the "Company") and State Street Bank and Trust Company, as successor Trustee to The First National Bank of Boston (the "Trustee"), as amended (the "Indenture"). Background - ---------- a) In accordance with Section 3.09 of the Indenture, the Company delivered a Notice of Purchase Offer, dated May 12, 1999, to Securityholders pursuant to which the Company made an offer to purchase (the "Purchase Offer") on June 1, 1999 (the "Purchase Date") 50% of the originally issued principal amount of the 13% Senior Notes due 2003 of the Company (the "Securities"). b) As of the Purchase Date, $24,121,000 principal amount of Securities had accepted the Purchase Offer (the "Tendered Securities"). c) On June 2, 1999, the Company delivered a Notice of Request to Withdraw Tendered Securities (the "Withdrawal Request Offer") to the holders of Tendered Securities ("Tendering Securityholders") pursuant to which the Company: (1) offered to pay a fee (the "Withdrawal Fee") equal to two percent (2%) of the principal amount of the Tendered Securities in respect of which Tendering Securityholders agree to withdraw their election to tender (a "Withdrawal"); and (2) informed the Tendering Securityholders that Contrarian Capital Management, LLC as agent for certain entities (collectively, "Contrarian") had agreed with the Company that it would purchase, for the same price payable by the Company under the Purchase Offer, Tendered Securities from all Tendering Securityholders who did not wish to elect a Withdrawal. Contrarian's agreement with the Company provides that it elects a Withdrawal of all Tendered Securities it acquires, if any, in consideration of which it will receive the Withdrawal Fee in respect of the Tendered Securities so acquired and withdrawn. 6 Extension of Offer - ------------------ On June 8, 1999, the Company delivered a Notice of Extension of Request to Withdraw Tendered Securities that informed Tendering Securityholders (the "Extension Notice") that (i) pursuant to its authority under Section 3.09 of the Indenture the Company was extending indefinitely the time by which Tendering Securityholders could elect a Withdrawal and receive the Withdrawal Fee in respect thereof (the "Extension Period") and (ii) Contrarian continued to stand ready to purchase Tendered Securities for the same price payable by the Company under the Purchase Offer. In the Extension Notice the Company reserved the right to terminate the Extension Period for any reason and without prior notice. Termination of Extension - ------------------------ This Notice is to inform all Tendering Securityholders that as of the date hereof (i) the Company has terminated the Extension Period, (ii) Contrarian will no longer purchase Tendered Securities for the same price payable by the Company under the Purchase Offer and (iii) the Company has purchased the Tendered Securities that were not withdrawn or purchased by Contrarian. EX-20.5 3 NOTICE 7 EXHIBIT 20.5 CHATWINS GROUP, INC. 300 Weyman Plaza, Suite 340 Pittsburgh, PA 15236 VIA FACSIMILE & FEDERAL EXPRESS June 23, 1999 State Street Bank and Trust Company Corporate Trust Department Two International Place, 4th Floor Boston, MA 02110 Attention: Ms. Jacqueline Bonhomme, Account Administrator Re: Chatwins Group, Inc. Indenture, 13% Senior Notes Due 2003 - Notice of Cure of Event Of Default ----------------------------------------------------------- Ladies and Gentlemen: In accordance with Section 4.04(c) of the Indenture, dated as of May 1, 1993, between Chatwins Group, Inc. (the "Company") and State Street Bank and Trust Company, as successor Trustee to The First National Bank of Boston (the "Trustee"), as amended (the "Indenture"), the below indicated Officer hereby certifies that, to the best of his knowledge and belief (capitalized terms used herein but not defined having the respective meanings ascribed to them in the Indenture): a) In accordance with Section 3.09 of the Indenture, the Company delivered a Notice of Purchase Offer, dated May 12, 1999, to Securityholders pursuant to which the Company made an offer to purchase (the "Purchase Offer") on June 1, 1999 (the "Purchase Date") 50% of the originally issued principal amount of the 13% Senior Notes due 2003 of the Company (the "Securities"). b) As of the Purchase Date, $24,121,000 principal amount of Securities had accepted the Purchase Offer (the "Tendered Securities"). c) On June 2, 1999, the Company delivered a Notice of Request to Withdraw Tendered Securities (the "Withdrawal Request Offer") to the holders of Tendered Securities ("Tendering Securityholders") pursuant to which the Company: (1) offered to pay a fee (the "Withdrawal Fee") equal to two percent (2%) of the principal amount of the Tendered Securities in respect of which Tendering Securityholders agreed to withdraw their election to tender (a "Withdrawal"); and (2) informed the Tendering Securityholders that Contrarian Capital Management, LLC as agent for certain entities (collectively, "Contrarian") had agreed with the Company that it would purchase, for the same price payable by the Company under the Purchase Offer, Tendered Securities from 8 all Tendering Securityholders who did not wish to elect a Withdrawal. Contrarian's agreement with the Company provides that it elects a Withdrawal of all Tendered Securities it acquires, if any, in consideration of which it will receive the Withdrawal Fee in respect of the Tendered Securities so acquired and withdrawn. (d) As of June 8, 1999, $835,000 principal amount of Tendered Securities had not been withdrawn, directly or by Contrarian as purchaser, and remained outstanding under the Purchase Offer (the "Outstanding Tendered Securities"). (e) Pursuant to Section 3.09 of the Indenture, the Company was obligated to deposit with the Trustee or the Paying Agent money in immediately available funds equal to the 100% of the aggregate outstanding principal amount, plus accrued and unpaid interest, if any (the "Purchase Price"), of the Outstanding Tendered Securities by 12:30 p.m. Eastern Daylight Time on June 7, 1999. The Company did not do so. (f) Under Section 6.06(6) of the Indenture, the Company's failure to timely fulfill its obligations under Section 3.09 as described in paragraph (e) above constituted a failure to pay principal which in turn constituted an Event of Default under Section 6.01(2) of the Indenture. (g) On June 8, 1999, the Company notified the Trustee that an Event of Default had occurred under the Indenture by virtue of its failure to deposit the Purchase Price with the Trustee or the Paying Agent on June 7, 1999. (h) On June 8, 1999, the Company instructed the Trustee to notify all Tendering Securityholders that (i) pursuant to its authority under Section 3.09 of the Indenture the Company was extending indefinitely the time by which Tendering Securityholders could withdraw their election to tender Securities pursuant to the Purchase Offer and receive the Withdrawal Fee in respect thereof (the "Extension Period") and (ii) Contrarian continued to stand ready to purchase Tendered Securities for the same price payable by the Company under the Purchase Offer. The Company reserved the right to terminate the Extension Period of the Withdrawal Request Offer at any time for any reason and without prior notice. (i) The Company hereby instructs the Trustee to notify all Tendering Securityholders that as of the date hereof (i) the Company has terminated the Extension Period and (ii) Contrarian will no longer purchase Tendered Securities for the same price payable by the Company under the Purchase Offer. (j) As of the date hereof: (1) $7,125,000 principal amount of Tendered Securities have withdrawn their election to tender and will receive the Withdrawal Fee; and (2) Contrarian has purchased or agreed to purchase $16,971,000 principal amount of Tendered Securities, subject to, in some cases, completion of definitive documentation (as noted above, Contrarian has already agreed to withdraw the election to tender such Securities and will receive the Withdrawal Fee in respect thereof); and 9 (3) $25,000 principal amount of Tendered Securities remain outstanding under the Purchase Offer (the "Current Outstanding Tendered Securities"). (k) The Company has today wired to the Trustee funds sufficient to (i) purchase the Current Outstanding Tendered Securities, plus accrued and unpaid interest through June 22, 1999 in accordance with Section 3.09 of the Indenture, and (ii) pay $142,500 in Withdrawal Fees to the Securityholders who withdrew their Tendered Securities in accordance with paragraph (j)(1) above. (l) The Company has today wired to Contrarian funds to pay $339,420 in Withdrawal Fees in connection with the Tendered Securities that Contrarian purchased and then withdrew the election to tender as described in paragraph (j)(2) above. (m) Upon deposit with the Trustee the funds to purchase the Current Outstanding Tendered Securities as described in paragraph (k) above, the Event of Default described in paragraphs (e) and (f) above has been cured and has ceased to be a continuing Event of Default. Sincerely, /s/ Russell S. Carolus -------------------------------- Russell S. Carolus Vice President and Secretary (412)885-5506 cc: Shipman & Goodwin One American Row Hartford, CT 06103-2819 Attention: Daniel P. Brown, Jr., Esq. -----END PRIVACY-ENHANCED MESSAGE-----