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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 31, 1998
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EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
MINNESOTA 000-22765 41-1771946
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
805 HANLON DRIVE
BELLE PLAINE, MINNESOTA 56011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 873-7000
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Item 5. OTHER EVENTS.
On July 31, 1998, Excelsior-Henderson Motorcycle Manufacturing
Company (the "Company") closed on a $6.1 million Industrial Development Revenue
Bond (the "Bond"), which was facilitated by the Economic Development Authority
of the City of Belle Plaine, Minnesota. The entire Bond was purchased by FINOVA
Public Finance, Inc., a subsidiary of FINOVA Capital Corporation ("FINOVA").
The proceeds of the sale of the Bond, net of a $1.1 million debt service
reserve, have been placed into escrow, and may be drawn for certain past and
future equipment and product tooling purchases. The Bond is repayable over a
seven and one-half year term and is secured by certain factory equipment and
product tooling. The Bond carries a face interest rate of 10.40%. FINOVA also
received a warrant to purchase 196,500 shares of common stock of the Company.
The warrant may be exercised up to ten years from the date of issuance at an
exercise price of $9.00 per share.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following information follows or is attached hereto as an exhibit:
(a) FINANCIAL STATEMENTS OF THE REGISTRANT: Not required.
(b) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT: Not required.
(c) EXHIBITS
4.1 Restated Articles of Incorporation of the Registrant, as
Amended(1)
4.2 By-Laws of the Registrant(2)
4.3 Economic Development Authority of the City of Belle Plaine,
Minnesota, Taxable Industrial Development Revenue Bond
(Excelsior-Henderson Project), Series 1998, in the principal
amount of $6,100,000.
99 Press Release dated July 31, 1998
The registrant hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 filed with the Commission on May 23, 1997 (No.
333-27789).
(2) Incorporated by reference to Exhibit 3.3 to the Registrant's Amendment No.
1 to Registration Statement on Form SB-2 filed with the Commission on July
23, 1996 (No. 333-05060C).
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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, thereunto duly authorized.
EXCELSIOR-HENDERSON MOTORCYCLE
MANUFACTURING COMPANY
Date: July 31, 1998 By /s/ Thomas M. Rootness
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Thomas M. Rootness
Senior Vice President of Finance and
Administration and Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Method
Exhibit Description of Filing
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<S> <C> <C>
4.1 Restated Articles of Incorporation of the Incorporated by
Registrant, as Amended(1)........................ Reference
Incorporated by
4.2 By-Laws of the Registrant(2)..................... Reference
4.3 Economic Development Authority of the City of
Belle Plaine, Minnesota, Taxable Industrial
Development Revenue Bond (Excelsior-Henderson
Project), Series 1998, in the principal amount Filed
of $6,100,000.................................... Electronically
Filed
99 Press Release dated July 31, 1998................ Electronically
</TABLE>
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 filed with the Commission on May 23, 1997 (No.
333-27789).
(2) Incorporated by reference to Exhibit 3.3 to the Registrant's Amendment
No. 1 to Registration Statement on Form SB-2 filed with the Commission on
July 23, 1996 (No. 333-05060C).
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THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS ("BLUE SKY
LAWS"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER
DISPOSITION OF THIS BOND OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (a) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY
APPLICABLE BLUE SKY LAWS OR (b) IF THE BORROWER HAS BEEN FURNISHED WITH AN
OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE BORROWER, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED
BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.
UNITED STATES OF AMERICA
STATE OF MINNESOTA
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BELLE PLAINE, MINNESOTA
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(EXCELSIOR-HENDERSON PROJECT)
SERIES 1998
R-1 $6,100,000
The Economic Development Authority of the City of Belle Plaine, Minnesota,
a public body corporate and politic and political subdivision of the State of
Minnesota (the "Issuer"), for value received, hereby promises to pay to FINOVA
Public Finance, Inc., a Minnesota corporation (the "Lender"), or its assigns
(the Lender and any assigns are hereinafter referred to as the "Holder"), at its
designated principal office or such other place as the Holder may designate in
writing, but solely from the revenues derived from a Loan Agreement, dated as of
July 1, 1998 (the "Loan Agreement"), between the Issuer and Excelsior-Henderson
Motorcycle Manufacturing Company, a Minnesota corporation (the "Borrower"),
providing for a loan of the proceeds from the Bond to the Borrower, the
principal sum of Six Million One Hundred Thousand Dollars ($6,100,000), with
interest at the rate of 10.40 % per annum (the "Interest Rate"), interest
commencing to accrue on the date of issue of the Bond, in any coin or currency,
which at the time or times of payment is legal tender for the payment of public
or private debts in the United States of America. The principal and interest on
this Bond is payable in installments due as follows:
(a) On August 20, 1998, and thereafter on the first day of each month
thereafter to and including July 1, 1999, accrued and unpaid interest only on
the outstanding principal balance of the Bond shall be due and payable.
(b) Commencing on August 1, 1999, and on the first day of each month
thereafter, through and including January 1, 2006, equal payments of principal
of and accrued and unpaid interest on the Bond shall be due and payable in
amounts sufficient to fully amortize the principal of the Bond by January 1,
2006, at the Interest Rate.
(c) Payment of the entire unpaid principal balance of the Bond, together
with accrued but unpaid interest thereon, and all other indebtedness due
hereunder shall be payable on January 1, 2006 (the "Final Maturity Date").
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(d) If the Borrower makes any partial prepayment permitted under this
Bond, the monthly payments due pursuant to this Bond shall be adjusted to be
equal to payments of principal of and interest on the Bond in amounts sufficient
to fully amortize the remaining principal of the Bond by January 1, 2006, at the
Interest Rate.
All interest hereon shall be computed on the basis of a year of three hundred
sixty (360) days and charged for actual days principal is unpaid. If any
payment of principal or interest is not paid when due, each and every such
delinquent payment, including the entire principal balance and accrued interest
in the event of an acceleration of the Bond, shall bear interest to the extent
permitted by law at the rate of 18% per annum from its due date until payment.
The Bond is subject to optional redemption prior to maturity, at the
election of the Borrower, in whole, at any time on or after September 1, 2000,
at a redemption price equal to the principal amount of the Bond to be redeemed,
plus accrued interest to the date of redemption, plus a premium (expressed as a
percentage of the principal amount of the Bond outstanding as of the date of
redemption) determined in accordance with the following schedule:
<TABLE>
<CAPTION>
Redemption Date Redemption Premium
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September 1, 2000 - August 31, 2001 4.00 %
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September 1, 2001 - August 31, 2002 3.00 %
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September 1, 2002 - August 31, 2003 2.00 %
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September 1, 2003 - August 31, 2004 1.00 %
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September 1, 2004 and thereafter 0.00 %
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</TABLE>
The Bond is subject to special optional redemption prior to maturity, in
part, on or before December 31, 1999, at the election of the Borrower from
"Excess Bond Proceeds." The term "Excess Bond Proceeds" means up to $800,000 of
the proceeds derived from the sale of the Bond, but in no case an amount greater
than the amount not disbursed under Section 7(b) of the Escrow Deposit Agreement
because of the Borrower's inability to provide acceptable collateral pursuant to
the terms of such Section 7(b).
The Bond is subject to mandatory redemption, in whole but not in part, at
its principal amount plus accrued interest to the date of redemption upon
occurrence of any of the following events: (a) all or substantially all the
Building (as defined in the Loan Agreement) shall have been damaged or destroyed
to such extent that in the reasonable opinion of the Holder, the repair and
restoration of the Building or use of a replacement building is economically not
practicable or cannot be accomplished within twelve months, or (b) there occurs
the condemnation of all or substantially all the Facility (as defined in the
Loan Agreement) or the taking by eminent domain of such use or control of the
Facility as to render it unsatisfactory to the Borrower for its intended use for
a period of time longer than twelve months and the Borrower does not commence
operations in a replacement Facility satisfactory to the Borrower within twelve
months.
Notice of redemption with respect to the Bond shall be mailed first-class,
postage prepaid, not less than thirty days prior to the redemption date, to each
holder of the Bond to be redeemed. If less than all the Bond is subject to
redemption, the Borrower shall determine and designate the principal of the Bond
to be redeemed.
This Bond is issued under and pursuant to authority granted by the
Minnesota Municipal Industrial Development Act, being Minnesota Statutes,
Section 469.152 to 469.1651, as amended (the "Act"), for the
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purpose of providing funds for a project, as defined in Section 469.153, subd.
2, of the Act, consisting of the acquisition and installation of certain
equipment with respect to the manufacturing business of the Borrower located in
the City of Belle Plaine, Minnesota (the "City"), and paying necessary expenses
incidental thereto, such funds to be loaned by the Issuer to the Borrower
pursuant to a resolution adopted by the Issuer (the "Resolution") and the Loan
Agreement, thereby assisting activities in the public interest and for the
public welfare of the City and the Issuer. This Bond is secured by, among other
instruments, an Assignment of Loan Agreement, dated as of July 1, 1998 (the
"Assignment of Loan Agreement"), from the Issuer to the Lender and a Security
Agreement, dated as of July 1, 1998 (the "Security Agreement"), from the
Borrower to Lender.
This Bond and interest thereon and any penalty, premium, or other
indebtedness due hereunder are payable solely from the revenues and proceeds
derived from the Loan Agreement and the Security Agreement, and do not
constitute a debt of the City or the Issuer within the meaning of any
constitutional or statutory limitation, are not payable from or a charge upon
any funds other than the revenues and proceeds pledged to the payment thereof,
and do not give rise to a pecuniary liability of the City or the Issuer (other
than from proceeds derived from the Loan Agreement), or, to the extent permitted
by law, of any of its officers, agents, or employees, and no Holder of this Bond
shall ever have the right to compel any exercise of the taxing power of the City
or the Issuer to pay this Bond or the interest thereon, or to enforce payment
thereof against any property of the City or the Issuer (other than proceeds
derived from the Loan Agreement), and this Bond does not constitute a charge,
lien, or encumbrance, legal or equitable, upon any property of the City or the
Issuer (other than proceeds derived from the Loan Agreement), and the agreement
of the Issuer to perform or cause the performance of the covenants and other
provisions herein referred to shall be subject at all times to the availability
of revenues or other funds furnished for such purpose in accordance with the
Loan Agreement, sufficient to pay all costs of such performance or the
enforcement thereof.
On the date of issuance, the Issuer will register this Bond upon its books.
Upon such registration, this Bond shall be transferable upon the books of the
Issuer, by the Holder hereof in person or by its attorney duly authorized in
writing, upon surrender hereof together with a written instrument of transfer
satisfactory to the Issuer, duly executed by the Holder or its duly authorized
attorney; provided, however, that any assignment, transfer, sale, or conveyance
of this Bond shall be subject to the limitations set forth in Section 7.8 of the
Loan Agreement. Upon such transfer the Issuer will note the date of registration
and the name and address of the new Holder upon the books of the Issuer and in
the registration blank appearing below. The Issuer may deem and treat the
person in whose name this Bond is last registered upon the books of the Issuer
with such registration also noted on the Bond, as the absolute owner hereof,
whether or not overdue, for the purpose of receiving payment of or on account of
the principal balance, redemption price, or interest, and for all other
purposes, and all such payments so made to the Holder or upon its order shall be
valid and effectual to satisfy and discharge the liability upon this Bond to the
extent of the sum or sums so paid, and the Issuer shall not be affected by any
notice to the contrary.
All of the agreements, conditions, covenants, provisions, and stipulations
contained in the Resolution, the Loan Agreement, the Security Agreement, and the
Assignment of Loan Agreement, or any instrument securing, or executed in
connection with the issuance of, this Bond are hereby made a part of this Bond
to the same extent and with the same force and effect as if they were fully set
forth herein. If an Event of Default occurs under the Security Agreement, the
Loan Agreement, or any such other instrument, then the Holder of this Bond may
at its right and option declare immediately due and payable the principal
balance of this Bond and interest accrued thereon, and, to the extent permitted
by law, a prepayment premium of 4% of the outstanding principal amount of the
Bond but only if the Event of Default has occurred and if the Holder has
declared immediately due and payable the principal balance of this Bond and
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interest accrued thereon on or before August 31, 2001, and thereafter a
prepayment premium equal to the applicable redemption premium for an optional
redemption, together with any costs of collection including attorneys' fees
incurred by the Holder of this Bond in collecting or enforcing payment hereof,
whether suit be brought or not, and all other sums due hereunder or under the
Loan Agreement, or any instrument securing this Bond.
The remedies of the Holder of this Bond as provided herein, and in the
Security Agreement, the Loan Agreement, or any other instrument securing, or
executed in connection with the issuance of, this Bond, shall be cumulative and
concurrent and may be pursued singly, successively, or together, and, at the
sole discretion of the Holder of this Bond, may be exercised as often as
occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release thereof.
The Holder of this Bond shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by the Holder of this Bond, and then only to the
extent specifically set forth in the writing and if the Borrower pays, upon the
Holder's demand, $1,500 to the Holder as reimbursement for the Holder's cost of
providing such a waiver. A waiver with reference to one event shall not be
construed as continuing or as a bar to or waiver of any right or remedy as to a
subsequent event. This Bond may not be amended, modified, or changed except
only by an instrument in writing signed by the party against whom enforcement of
any such amendment, modification, or change is sought.
If any term of this Bond, or the application thereof to any person or
circumstances, shall, to any extent, be invalid or unenforceable, the remainder
of this Bond, or the application of such term to persons or circumstances other
than those to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Bond shall be valid and enforceable to the
fullest extent permitted by law.
This Bond is made with reference to, and shall be construed as, a Minnesota
contract and governed by the laws thereof.
IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things
required to exist, happen, and be performed precedent to or in the issuance of
this Bond do exist, have happened, and have been performed in regular and due
form as required by law.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed by
its duly authorized officers as of _____________ _____, 1998.
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BELLE PLAINE, MINNESOTA
By
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Its
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By
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Its
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5
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CERTIFICATE OF REGISTRATION
It is hereby certified that the undersigned has registered this Bond in the name
of the Holder, as indicated in the registration blank below, on the books of the
Issuer kept for that purpose.
<TABLE>
Name of Registered Signature of Issuer
Holder Date of Registration Official
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<S> <C> <C>
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</TABLE>
6
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FOR IMMEDIATE RELEASE
EXCELSIOR-HENDERSON COMPLETES
$6.1 MILLION INDUSTRIAL DEVELOPMENT REVENUE BOND
CONTACT: EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY
THOMAS M. ROOTNESS
EXCELSIOR-HENDERSON
(612) 873-7000
BELLE PLAINE, MN, JULY 31, 1998 -- Excelsior-Henderson Motorcycle
Manufacturing Company (NASDAQ: BIGX) today announced the closing to escrow of a
$6.1 million Industrial Development Revenue Bond facilitated by the Economic
Development Authority of the City of Belle Plaine, Minnesota with the Bond
purchased in total by FINOVA Public Finance, Inc., a subsidiary of FINOVA
Capital Corporation. The loan is a seven and one-half year term loan secured by
certain factory equipment and product tooling. The Bond carries a face interest
rate of 10.40%, and includes a common stock warrant to purchase 196,500 shares
with an exercise price of $9.00 per share. The proceeds, net of a $1.1 million
debt service reserve, may be drawn for certain past and future equipment and
product tooling purchases.
Tom Rootness, Senior Vice President & CFO, stated, "Excelsior-Henderson is
pleased to have FINOVA, a national New York Stock Exchange company, provide
this debt financing...one more milestone in our financing plan." Mr. Rootness
also stated that "FINOVA's creativity and aggressiveness helped us structure
this deal and create a 'partnership' atmosphere between Excelsior-Henderson and
FINOVA."
Excelsior-Henderson Motorcycle Manufacturing Company is a pre-revenue company
which plans to manufacture, market and sell premium heavyweight American
cruisers and touring motorcycles, as well as related parts, apparel and
accessories branded with a name that evokes an authentic American motorcycling
heritage and lifestyle. The Company will distribute its products through a
quality, nationally recognized dealer network. Excelsior-Henderson is one of
only two authentic American motorcycle companies exclusively committed to the
manufacture of motorcycles. The production-intent 1999 Super X motorcycle will
be unveiled August 3, 1998, during Sturgis Rally and Races. Motorcycle
production is scheduled to begin during the fourth quarter of 1998.
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NOTES CONCERNING FORWARD LOOKING STATEMENTS:
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE PLAN OF THE
COMPANY TO PRODUCE AND SELL THE FIRST 1999 SUPER X MOTORCYCLES DURING THE FOURTH
QUARTER OF 1998 THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF THE FACTORS SET FORTH BELOW AND THE FACTORS DESCRIBED
FROM TIME TO TIME IN THE COMPANY'S REPORTS ON FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING BUT NOT LIMITED TO THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 3, 1998 AND THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED APRIL 4, 1998.
FACTORS THAT MAY AFFECT THE TIMING OF PRODUCTION OF THE SUPER X INCLUDE PROBLEMS
IN ACQUISITION, INSTALLATION AND SUCCESSFUL OPERATION OF THE MOTORCYCLE
PRODUCTION EQUIPMENT, THE ABILITY OF THE COMPANY TO LOCATE COMPETENT SUPPLIERS
OR OBTAIN ADEQUATE QUANTITIES OF COMPONENTS AND SUPPLIES AT REASONABLE COSTS,
THE ABILITY OF THE COMPANY TO OBTAIN INVENTORY AND WORKING CAPITAL FINANCING AS
NEEDED, THE ABILITY OF THE COMPANY TO HIRE ADDITIONAL QUALIFIED PERSONNEL AND
THE ABILITY OF THE COMPANY'S ENGINEERING AND MANUFACTURING STAFF TO DESIGN,
ENGINEER AND PRODUCE THE SUPER X. IN ADDITION, FOR THE COMPANY TO BE
SUCCESSFUL, ITS PRODUCTS MUST BE MANUFACTURED TO MEET HIGH QUALITY STANDARDS IN
PRODUCTION VOLUMES. THE TRANSITION FROM PROTOTYPE TO MASS PRODUCTION WILL
INVOLVE VARIOUS RISKS AND UNCERTAINTIES THAT MAY NOT BE APPARENT AT THIS TIME
AND THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO SUCCESSFULLY
REACT TO UNANTICIPATED DIFFICULTIES AND COMMENCE MASS PRODUCTION IN LATE 1998.
IN ADDITION, THE COMPANY WILL BE REQUIRED TO OBTAIN CERTAIN GOVERNMENT APPROVALS
AND CERTIFICATIONS PRIOR TO SALES OF THE SUPER X. POTENTIAL DELAYS AND COSTS
THAT COULD RESULT FROM OBTAINING SUCH APPROVALS COULD RESULT IN A DELAY IN
MOTORCYCLE PRODUCTION.
