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 12, 1995
Date of Report
(Date of earliest event reported)
ARIS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New York 1-4814 22-1715275
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
675 Third Avenue, New York, New York 10017
(Address of registrant's principal executive offices)
(212) 338-9858
(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On June 12, 1995, the Registrant and Heller Financial, Inc. ("Heller")
entered an Amendment to the Senior Secured Note Agreement dated as of June 30,
1993 between the Registrant and Heller, which amendment adjusted certain
financial covenants so that they would be more advantageous to Registrant and
added a fixed charge coverage financial covenant.
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ITEM 7. Financial Statements and Exhibits.
Exhibit No.
10.88 Amendment dated June 12, 1995 to Senior Secured Note Agreement dated
as of June 30, 1993 between Registrant and Heller Financial, Inc.
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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.
ARIS INDUSTRIES, INC.
By: /s/ PAUL SPECTOR
----------------
Paul Spector
Senior Vice President and
Chief Financial Officer
Date: June 14, 1995
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EXHIBIT 10.88
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AMENDMENT TO SENIOR SECURED NOTE AGREEMENT
This Amendment to Credit Agreement, dated as of June 12, 1995 (this
"Agreement") is between ARIS INDUSTRIES, INC., a New York corporation
("Borrower") and HELLER FINANCIAL, INC., a Delaware corporation, individually as
Lender and as Agent for any other Lender ("Heller").
WITNESSETH:
WHEREAS, Borrower and Heller are parties to that certain Senior Secured
Note Agreement dated as of June 30, 1993 (as heretofore amended, the "Credit
Agreement"; capitalized terms not otherwise defined herein having the
definitions provided therefore in the Credit Agreement) and to certain other
documents executed in connection with the Credit Agreement; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as provided
herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to the Credit Agreement. Subject to the terms and conditions
set forth in Section 4 of this Agreement, the Credit Agreement shall be amended
as follows:
(a) Paragraph 5.7(b) of the Credit Agreement is amended for the applicable
periods as follows:
Minimum
For Quarter Ended Consolidated EBIT
----------------- -----------------
04/30/95 $ 7,200,000
07/31/95 $ 5,800,000
10/31/95 $ 7,600,000
01/31/96 $11,300,000
(b) Paragraph 5.7(c) of the Credit Agreement is amended by decreasing the
minimum required EBIT for ECI for the Fiscal Year ending in 1996 from $7,150,000
to $6,400,000.
(c) Paragraph 5.7(e) of the Credit Agreement is amended for the applicable
period as follows:
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Minimum Consolidated Fiscal Year
Net Income Ending in
-------------------- -----------
$2,000,000 1996
(d) Paragraph 5.7(f) of the Credit Agreement is amended to provide that
minimum required Consolidated Net Worth for the year end ended 1996 is
$11,850,000:
(e) A new Paragraph 5.7(i) shall be added to the Credit Agreement as
follows:
(i) have "Fixed Charge Coverage" (defined below) for the twelve (12)
month period ending on the last day of each quarter during the periods set
forth below to be not less than or equal to the amount set forth below for
such period:
Period Amount
-------- ------
04/40/95 .7095
07/31/95 .5729
10/31/95 .7143
01/31/96 .8599
04/31/96 and thereafter 1.00
For purposes of this Paragraph 5.7(i), "Fixed Charge Coverage" means,
for any period, (a) EBIDAT less (b) the unfinanced portion of Capital
Expenditures divided by (c) Fixed Charges.
"Fixed Charges" means without duplication, for any period, (the
following, each calculated for such period: (a) interest expenses; plus (b)
any provision for (or less any benefit from) income or franchise taxes
included in the determination of Consolidated Net Income, adjusted for the
net change in deferred tax and liability accounts; plus (c) scheduled
payments of principal with respect to all Indebtedness (including scheduled
payments under capital leases) on a consolidated basis.
"EBIDAT" means, without duplication, for any period, the following,
each calculated for such period: Consolidated Net Income; plus (b) any
provision for (or less any benefit from) income or franchise taxes included
in the determination of Consolidated Net Income; plus (c) interest expense
deducted in the
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determination of consolidated Net Income; plus (d) amortization and
depreciation deducted in the determination of Consolidated Net Income; plus
(e) losses from (or less gains from) asset dispositions or other non-cash
items (excluding sales, expenses or losses related to current assets)
included in the determination of Consolidated Net Income; less (f) after
tax extraordinary gains (or plus after tax extraordinary losses) in each
case as defined under Generally Accepted Accounting Principles).
2. No Waiver of Past Defaults. Nothing contained herein shall be deemed to
constitute a waiver of any Default or Event of Default that may heretofore or
hereafter occur or have occurred and be continuing or to modify any provision of
the Credit Agreement except as expressly provided herein.
3. Representations and Warranties. To induce Heller to enter into this
Agreement, Borrower represents and warrants to Heller that the execution,
delivery and performance by Borrower of this Agreement are within its corporate
powers, have been duly authorized by all necessary corporate action (including,
without limitation, any necessary shareholder approval), have received all
necessary governmental approval (if any shall be required), and do not and will
not contravene or conflict with any provision of law applicable to Borrower, the
Certificate of Incorporation or Bylaws of Borrower, or any order, judgment or
decree of any court or other agency of government or any contractual obligation
binding upon Borrower; and the Credit Agreement as amended as of the date hereof
is the legal, valid and binding obligation of Borrower enforceable against
Borrower in accordance with its terms.
4. Conditions. The effectiveness of the amendments stated in this Agreement
is subject to the following conditions precedent or concurrent:
(a) No Default. No Default or Event of Default under the Credit
Agreement, as amended hereby, shall have occurred and be continuing; and
(b) Warranties and Representations. The warranties and representations
of Borrower contained in this Agreement, the Credit Agreement, as amended
hereby, and the Other Agreements, shall be true and correct as of the
effective date hereof, with the same effect as though made on such date,
except to the extent that such warranties and representations expressly
relate to an earlier date, in which case such warranties and
representations shall have been true and correct as of such earlier date.
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5. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made under and
governed by the laws of the State of New York, without regard to conflict
of laws principles. Whenever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding upon
Borrower and Heller and their respective successors and assigns, and shall
inure to the sole benefit of Borrower and Heller and their respective
successors and assigns.
(e) References. Any reference to the Credit Agreement contained in any
notice, request, certificate, or other document executed concurrently with
or after the execution and delivery of this Agreement shall be deemed to
include this Agreement unless the context shall otherwise require.
(f) Continued Effectiveness. Notwithstanding anything contained
herein, the terms of this Agreement are not intended to and do not serve to
effect a novation as to the Credit Agreement. The parties hereto expressly
do not intend to extinguish the Credit Agreement. Instead, it is the
express intention of this parties hereto to reaffirm the indebtedness
created under the Credit Agreement which is evidenced by the Note and
secured by the Collateral. The Credit Agreement as amended hereby and each
of the other Agreements remain in full force and effect.
(g) Costs, Expenses and Taxes. Borrower affirms and acknowledges that
Section 1.12 of the Credit Agreement applies to this Agreement and the
transactions and agreements and documents contemplated hereunder.
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Delivered at Chicago, Illinois, as of the date and year first above
written.
ARIS INDUSTRIES, INC.
By: /s/ PAUL SPECTOR
-----------------------
Title: Senior Vice President
HELLER FINANCIAL, INC. as
Agent and Lender
By: /s/ K. CRAIG GALLEHUGH
-----------------------
Title: Vice President
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