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
Commission file Number 0-27618
Date of Report (Date of earliest
event reported) December 16, 1996
COLUMBUS McKINNON CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-0547600
______________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 JOHN JAMES AUDUBON PKWY., AMHERST, NY 14228-1197
______________________________________________________________
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number,
including area code) (716) 689-5400
NOT APPLICABLE
______________________________________________________________
(Former name, former address and former
fiscal year, if changed since last report)
<PAGE>
Item 5. Other Events.
Columbus McKinnon Corporation ("Parent"), through its
majority-owned subsidiary, Spreckels Industries, Inc., now known
as Yale Industries, Inc. (the "Company") has completed its tender
offer (the "Tender Offer") to purchase for cash, at a price equal
to approximately 108.250% of the outstanding principal amount,
plus accrued interest, for all $70 million of the Company's
11-1/2% Senior Secured Notes due 2000 (the "Notes"). The Tender
Offer expired at 5:00 p.m., New York City time, on December 13,
1996.
On the close of the Tender Offer, according to a preliminary
count by First Chicago Trust Company of New York, Depositary for
the Tender Offer, there were tendered and not withdrawn
$69,405,000 of the principal amount of the Notes outstanding.
All such Notes validly tendered according to the terms of the
Tender Offer were accepted for payment. Accordingly, the
required consents to amend the Indenture dated September 2, 1993,
as amended to date, between the Company and Chemical Trust
Company of California, as trustee, pursuant to which the Notes
were issued (the "Indenture") have been obtained.
The supplemental indenture providing for the proposed
amendments to, among other things, eliminate from the Indenture
substantially all restrictive covenants, certain event of default
provisions of the Indenture pursuant to which the Notes were
issued and all provisions relating to guarantees of the Notes by
the Company's subsidiaries and security for the Notes is
effective as of December 16, 1996.
The Change of Control offer to purchase any and all
outstanding Notes for 101% of their principal amount which is
required pursuant to the provisions of the Indenture remains open
and will expire at 5:00 p.m., New York City time, on January 10,
1997.
Item 7. Exhibits.
(4) Supplemental Indenture by and between Spreckels
Industries, Inc. and Chemical Trust Company of California dated
December 16, 1996 amending Indenture for 11-1/2% Senior Secured
Notes due 2000 by and between Spreckels Industries, Inc. and
Chemical Trust Company of California dated September 2, 1993, as
amended.
(99) Text of press release dated December 16, 1996
issued by the Parent in connection with the above-described
transaction.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on behalf of the undersigned hereunto duly authorized.
COLUMBUS McKINNON CORPORATION
Date: December 18, 1996 By /s/Robert L. Montgomery, Jr.
Robert L. Montgomery, Jr.
Executive Vice President and
Chief Financial Officer
<PAGE>
Exhibit 4
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture")
is entered into as of the __ day of December, 1996 by and between
SPRECKELS INDUSTRIES, INC., a Delaware corporation (the
"Company") having its principal place of business at 6805
Morrison Boulevard, Suite 450, One Morrocroft Centre, Charlotte,
North Carolina 28211 and CHEMICAL TRUST COMPANY OF CALIFORNIA, a
California corporation as Trustee (the "Trustee"), amending and
supplementing the Indenture dated as of September 2, 1993
("Indenture").
RECITALS
The Company and the Trustee are parties to the Indenture and
a Supplemental Indenture dated as of September 2, 1993 (the
"First Supplemental Indenture").
The Company has duly authorized the execution and delivery
of this Supplemental Indenture, and all things necessary to make
this Supplemental Indenture a valid agreement of the Company have
been done.
This Supplemental Indenture is entered into pursuant to
Section 902 of the Indenture.
The Company has received the Required Consents of Holders of
Securities to effect this Supplemental Indenture pursuant to the
Amended and Restated Offer to Purchase and Solicitation of
Consents dated November 29, 1996 (the "Statement").
NOW, THEREFORE, this Supplemental Indenture witnesseth that
it is mutually covenanted and agreed as follows:
1. Amendment of Indenture. The Indenture is hereby
amended as follows:
a. The following Definitions are deleted from Article
One of the Indenture:
"Adjusted Net Assets," "Asset Disposition,"
"Attributable Debt," "Average Life," "Capital
Lease Obligations," "Consolidated Accounts
Receivable," Consolidated EBITDA Coverage Ratio,"
"Consolidated Interest Expense," "Consolidated
Inventory," "Consolidated Net Income,"
"Consolidated Net Tangible Assets," "Consolidated
Net Worth," "Consolidated Tangible Net Worth,"
"Domestic Subsidiary," "EBITDA," "ERISA,"
"Exchangeable Stock," "Foreign Subsidiary,"
"Guarantee," "Interest Rate Protection Agreement,"
"Investment," "issue," "Net Available Cash," "Net
Cash Proceeds," "Non-Convertible Capital Stock,"
"Original Issue Date," "Permitted Investments,"
<PAGE>
"Permitted Liens," "Pledged Stock," "Preferred
Stock," "Redeemable Stock," "Restricted Payment,"
"Revolving Credit Facility," "Sale/Leaseback
Transaction," "Secured Debt," "Senior Debt,"
"Subordinated Obligation," "Subsidiary Debt,"
"Surplus Land," "Tangible Property," "Trading
Day," "Voting Stock."
b. Subsections (4), (6), (9) and (11) of Section 501
of the Indenture are deleted and the remaining subsections are
renumbered consecutively.
c. Subsections (2), (3) and (4) of Section 801 of the
Indenture are deleted and Subsection 5 is renumbered as
Subsection (2).
d. Subsections (3), (5) and (7) of Section 901 are
deleted in their entirety and the remaining subsections are
renumbered consecutively.
e. Sections 1005 through 1015, inclusive, of the
Indenture are deleted in their entirety and shall be of no
further force and effect.
f. Section 1016 of the Indenture is deleted and
replaced with the following new Section, which will be renumbered
Section 1005:
Section 1005. Reporting Requirements.
Within thirty (30) days of a written
request of any Holder, but in no event
sooner than 105 days following the close
of the Company's fiscal year, the
Company shall provide to such Holder an
unaudited balance sheet and statement of
operations and cash flows for the
preceding fiscal year and for the first
three quarters thereof.
g. Articles Thirteen and Fourteen of the Indenture
are deleted in their entirety and shall be of no further force
and effect. All necessary or desirable actions shall be taken to
effectuate the deletion of Articles Thirteen and Fourteen of the
Indenture, including, without limitation, the release of all
security for, and all guarantees of, the Securities.
2. The parties hereby confirm that each of the amendments
set forth in clauses (b), (c), (d) and (e) of Section 1 of the
First Supplemental Indenture has previously been terminated
pursuant to the terms of Section 2 of the First Supplemental
Indenture and, accordingly, confirm that the provisions of the
First Supplemental Indenture are deleted in their entirety, the
First Supplemental Indenture is of no further force or effect and
that, on and as of the date hereof, the Indenture is in effect as
if the First Supplemental Indenture had never been executed and
delivered.
<PAGE>
3. Notwithstanding an earlier execution date, the
amendments contained in this Supplemental Indenture, including
but not limited to the authority to release collateral, shall not
be effective until the Company has notified the Trustee in
writing that it has accepted the Securities to which the Required
Consents relate for purchase pursuant to the Offer described in
the Statement.
4. This instrument may be executed in any number of
counterparts and in separate counterparts, each of which when so
executed shall be deemed to be an original, but all of which
counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
SPRECKELS INDUSTRIES, INC.
By /s/Robert L. Montgomery
Name Robert L. Montgomery
Title Treasurer
CHEMICAL TRUST COMPANY OF
CALIFORNIA, as Trustee
By /s/Rose T. Maravilla
Name Rose T. Maravilla
Title Assistant Vice President
<PAGE>
Each of the undersigned hereby acknowledges and consents to the
foregoing Supplemental Indenture.
DUFF-NORTON COMPANY,INC.
By /s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
MECHANICAL PRODUCTS, INC.
By
/s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
SPRECKELS INDUSTRIES INTERNATIONAL,
LTD.
By
/s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
SPRECKELS LAND COMPANY, INC.
By
/s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
MINITEC CORPORATION
By
/s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
SPRECKELS WATER COMPANY, INC.
By
/s/Robert L. Montgomery
Treasurer
Attest:
/s/Lois H. Demler
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
On this 16th day of December, 1996, before me
personally came Robert L. Montgomery, Jr., to me known, who,
being by me duly sworn, did depose and say that he resides at
5784 Old Lakeshore Road, Lakeview, New York 14095, that he is
Treasurer of Spreckels Industries, Inc., the corporation
described in and which executed the foregoing instrument; and
that he signed his name thereto by order of the Board of
Directors of said corporation.
[SEAL]
/s/ Lois H. Demler
Notary Public
STATE OF CALIFORNIA )
) SS.:
COUNTY OF )
On this day of , 19 , before me
personally came , to me
known, who, being by me duly sworn, did depose and say that (S)he
resides at
, that (s)he is of
Chemical Trust Company of California, the corporation described
in and which executed the foregoing instrument; and that (s)he
signed h___ name thereto by order of the Board of Directors of
said corporation.
[SEAL]
______________________________
Notary Public
STATE OF CALIFORNIA )
COUNTY OF SAN FRANCISCO )
On December 13, 1996 before me, Lisa Brenten, Notary
Public, personally appeared Rose T. Maravilla, personally known
to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
/s/ Lisa Brenten
Notary Public
<PAGE>
Exhibit 99
SPRECKELS INDUSTRIES COMPLETES TENDER OFFER
FOR 11-1/2% SENIOR SECURED NOTES DUE 2000
FOR IMMEDIATE RELEASE
December 16, 1996
AMHERST, NY -- Columbus McKinnon Corporation (Nasdaq-NNM: CMCO)
today announced that its majority-owned subsidiary, Spreckels
Industries, Inc., now known as Yale Industries,Inc. (Nasdaq-NNM:
YALE) (the "Company"), completed its tender offer (the "Tender
Offer") for all $70 million of the Company 11-1/2% Senior Secured
Notes due 2000 (the "Notes").
The Tender Offer expired at 5:00 p.m., New York City
time, on December 13, 1996. According to the preliminary count
by First Chicago Trust Company of New York, depositary for the
Tender Offer, there were tendered and not withdrawn $69,405,000
of the principal amount of Notes outstanding. All such Notes
validly tendered according to the terms of the Tender Offer were
accepted for payment. Accordingly, the required consents to
amend the Indenture governing the Notes (the "Indenture") have
been obtained and the supplemental indenture providing for the
proposed amendments will be effective.
The Change of Control offer to purchase any and all
outstanding Notes for 101% of their principal amount which is
required pursuant to the provisions of the Indenture remains open
and will expire at 5:00 p.m., New York City time, on January 10,
1997.
CONTACT: Robert L. Montgomery, Jr., Executive Vice
President and Chief Financial Officer of Columbus McKinnon
Corporation, (716) 689-5400
# # #
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