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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 24, 1996
REMINGTON PRODUCTS COMPANY, L.L.C.
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(Exact name of registrant as specified in its charter)
Delaware 333-07429 06-1451079
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
60 Main Street, Bridgeport, Connecticut 06604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 367-4400
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Press Release issued by Remington Products Company, L.L.C. on
December 24, 1996 and attached hereto as Exhibit 99.1 is hereby
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
10.1 First Amendment and Waiver Number 1, dated as of December
27, 1996, to the Credit and Guarantee Agreement, dated as of
May 23, 1996, among Remington Products Company, L.L.C.,
certain of its subsidiaries, various lending institutions,
Fleet National Bank and Banque Nationale de Paris, as
co-documentation agents, and The Chase Manhattan Bank
(formerly known as Chemical Bank), as administrative agent.
99.1 Press Release dated December 24, 1996, issued by Remington
Products Company, L.L.C.
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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.
REMINGTON PRODUCTS COMPANY, L.L.C.
Dated: December 27, 1996 By: /s/ ALLEN S. LIPSON
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Allen S. Lipson
Vice President, Administration,
General Counsel and Secretary
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EXHIBIT 10.1
FIRST AMENDMENT AND WAIVER NUMBER 1
FIRST AMENDMENT AND WAIVER NUMBER 1, dated as of December 27, 1996 (this
"AMENDMENT"), to the CREDIT AND GUARANTEE AGREEMENT, dated as of May 23, 1996
(the "CREDIT AGREEMENT"), among:
(a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company
(the "COMPANY");
(b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing
under the laws of the United Kingdom (the "UK BORROWER");
(c) each Acquisition Subsidiary from time to time party thereto (together with
the Company and the UK Borrower, the "BORROWERS");
(d) the Lenders from time to time parties to the Agreement including the
Issuing Bank;
(e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation
Agents (in such capacity, the "CO-DOCUMENTATION AGENTS"); and
(f) THE CHASE MANHATTAN BANK (formerly known as CHEMICAL BANK), a New York
banking corporation, as administrative agent (in such capacity, the
"AGENT") for the Lenders hereunder.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrowers, the Lenders and the Agent wish to amend the
Credit Agreement and waive certain provisions thereof in the manner provided for
herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
A. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein are used as defined therein. Unless otherwise
indicated, all Section, subsection and Schedule references are to the Credit
Agreement.
B. AMENDMENTS TO CREDIT AGREEMENT
1. AMENDMENTS TO SECTION 1. Subsection 1.1 of the Credit Agreement
is hereby amended as follows:
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a. by deleting therefrom the following definitions and
substituting in lieu thereof the following:
"'SEASONAL OVERADVANCE UTILIZATION': at any date, the amount equal to
the sum of (a) the portion (expressed in Dollars) of the UK Revolving
Credit Exposure then outstanding which is in excess of the UK Borrowing
Base then in effect (without giving effect to the provisions of clause (c)
of the definition of such term) and (b) the portion of the Domestic
Revolving Credit Exposure then outstanding which is in excess of the
Domestic Borrowing Base then in effect (without giving effect to the
provisions of clause (c) of the definition of such term); PROVIDED,
HOWEVER, that the Seasonal Overadvance shall be $0 for any date prior to
April 1, 1998."
b. by adding thereto the following definitions in their
appropriate alphabetical order.
"'SENIOR LEVERAGE RATIO': as of any date, shall mean the ratio of (a)
the amount of Included Indebtedness as of such date MINUS Senior
Subordinated Indebtedness to (b) EBITDA for the period of twelve
consecutive fiscal months ended on such date."
2. AMENDMENTS TO SECTION 14.a. Subsection 14.15 of the Credit
Agreement is hereby amended by deleting the table contained in said subsection
and substituting in lieu thereof the following:
Period Ratio
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10/01/96 - 03/31/97 1.25 to 1.0
04/01/97 - 09/30/97 1.00 to 1.0
10/01/97 - 12/31/97 1.05 to 1.0
01/01/98 - 06/30/98 1.50 to 1.0
07/01/98 - 06/30/00 1.60 to 1.0
07/01/00 - 06/30/01 1.70 to 1.0
07/01/01 - 12/31/01 1.80 to 1.0
01/01/02 and thereafter 2.00 to 1.0"
b. Subsection 14.16 of the Credit Agreement is hereby amended
by deleting said subsection in its entirety and substituting in lieu thereof the
following:
"14.16 (a) LEVERAGE RATIO. Permit the Leverage Ratio for the
period of four consecutive fiscal quarters ending on the last day of any
fiscal quarter ending
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during any period set forth below (commencing with the period ending
January 1, 1998) to be in excess of the ratio set forth opposite such
period:
Period Ratio
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01/01/98 - 06/30/98 6.00 to 1.0
07/01/98 - 06/30/99 5.50 to 1.0
07/01/99 - 06/30/00 5.00 to 1.0
07/01/00 - 12/31/01 4.50 to 1.0
07/01/01 and thereafter 4.00 to 1.0
; PROVIDED that, for purposes of determining compliance with the provisions
of this subsection 14.16(a), (x) the EBITDA for such period of four fiscal
quarters of any Person acquired by the Company during such period shall be
included in the EBITDA of the Company, on a pro forma basis as if the same
had occurred on the first day of such period and (y) the Included
Indebtedness for such period of such Person shall be included in the
Included Indebtedness of the Company, on such pro forma basis, as if such
Person had been acquired on the first day of such period;
(b) SENIOR LEVERAGE RATIO. Permit the Senior Leverage Ratio for
the period of four consecutive fiscal quarters ending on the last day of
any fiscal quarter ending during any period set forth below (commencing
with the period ending December 31, 1996) to be in excess of the ratio set
forth opposite such period:
Period Ratio
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10/01/96 - 03/31/97 1.80 to 1.0
04/01/97 - 06/30/97 2.15 to 1.0
07/01/97 - 09/30/97 2.40 to 1.0
10/01/97 - 12/31/97 2.20 to 1.0"
C. MISCELLANEOUS
1. WAIVER OF SUBSECTION 14.14. The Lenders hereby waive subsection
14.14 of the Credit Agreement, but solely for the period from December 31, 1996
to and including December 31, 1997.
2. TERMINATION. The Company hereby terminates the Acquisition Loan
Commitment and the Lenders hereby waive the five Business Days' notice required
to terminate such Commitment under subsection 10.1 of the Credit Agreement.
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D. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
the date (the "AMENDMENT EFFECTIVE DATE") on which the Borrowers, the Agent and
the Required Lenders shall have executed and delivered to the Agent this
Amendment.
E. REPRESENTATION AND WARRANTIES. Representations and warranties made by
the Borrowers in the Loan Documents are true and correct in all material
respects on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
F. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as amended or modified
hereby, all of the terms and provisions of the Credit Agreement are and shall
remain in full force and effect.
G. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Amendment
signed by the parties hereto shall be delivered to the Agent.
H. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: /s/ F. PETER CUNEO
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Title: President and CEO
REMINGTON CONSUMER PRODUCTS LIMITED
By: /s/ ROBERT WARD
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Title: Finance and Operations Director and
Secretary
THE CHASE MANHATTAN BANK, as Administrative
Agent, as a Lender and as (or on behalf of)
the Issuing Bank
By: /s/ PETER C. ECKSTEIN
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Title: Vice President
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EXHIBIT 99.1
Contact: Alexander Castaldi
203-332-9731
Remington Products Company, L.L.C.
REMINGTON EXPECTS WEAK
FOURTH QUARTER
BRIDGEPORT, CT., December 24 -- Remington Products Company, L.L.C. today
announced that the Company continues to experience weak operating performance
during the fourth quarter and presently estimates that operating earnings for
its fourth quarter of 1996 will approximate $8 million, before inventory
adjustments which could further reduce operating earnings by up to $2 million.
Factors adversely impacting U.S. domestic operations included lower shaver sales
and, as previously disclosed in the Company's third quarter financial
statements, (i) lower average pricing of shaver products; (ii) lower unit
volumes in certain personal care lines; (iii) new product introduction delays of
two key product lines and (iv) inventory reduction programs instituted by
certain major retailing customers. In addition, sales by the Company's Service
Stores for the fourth quarter were lower than anticipated.
F. Peter Cuneo, the Company's President and Chief Executive Officer,
commented "We are clearly disappointed in the Company's fourth quarter results
and are implementing programs to return the Company to appropriate levels of
profitability. These programs include the recent introduction of several new
women's personal care and shaver product lines and the development of a new line
of men shavers to be introduced in 1997."
The Company also reported that it has amended its Credit Agreement to
adjust 1996 and 1997 financial covenants in light of its current level of
operating performance and suspended its $10 million Seasonal Overadvance line
for 1997. The Company has also terminated its $30 million acquisition loan
facility which was part of the Credit Agreement. Remington's management
believes its current capital structure with the amended Credit Agreement
provides it with sufficient flexibility and liquidity to meet the Company's
working capital and debt service requirements for the foreseeable future.
Remington Products is one of the world's leading manufacturers and
marketers of men's and women's electrical personal care appliances. The
Company's headquarters are located at 60 Main Street, Bridgeport, Connecticut.
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Statements made in this press release include forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Such statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Among other things, expectations for the 1996 fourth quarter and
the fiscal 1997 year are based on assumptions which management believes to be
reasonable at this time including assumptions concerning the volume, product mix
of sales, inventory adjustments and sales returns. In addition, there can be no
assurances that the initiatives described above will be successful. Information
on other significant potential risks and uncertainties not discussed herein may
be found in the Company's filings with the Securities and Exchange Commission
including its Form 10-Q for the quarter ended September 28, 1996 and the
Prospectus dated October 3, 1996.
