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): December 29, 1998
MARYLAND 333-8043 52-0822639
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
115 STEVENS AVENUE
VALHALLA, NY 10595 10595
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (914) 749-3200
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Item 5. Other Events.
On December 29, 1998, the Company's Credit Facility was amended to (i)
reduce the mininum unused borrowing base availability from not less than $10
million to not less than $5 million through May 30, 1999 and (ii) permit the
Company to make the interest payments due December 1, 1998 on its 12% Senior
Secured Notes due 2006. The Company made such interest payments on December 30,
1998.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
Seventh Amendment to Financing and Security Agreement, dated as of
December 29, 1998, among the Company, the Guarantors, the Lenders, and the
Agent.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant as duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FOUR M CORPORATION
By: /s/ Chris Mehiel
-------------------
Chief Operating Officer
Date: December 29, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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10.12 Seventh Amendment to Financing
and Security Agreement, dated
as of December 29, 1998, among
the Company, the Guarantors, the
Lenders, and the Agent.
Exhibit 10.12
SEVENTH AMENDMENT
TO
FINANCING AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made as of the 29th day of December, 1998, by and among:
Four M Corporation, a corporation organized under the laws of the State
of Maryland ("FMC"), Box USA Group, Inc., a corporation organized under the laws
of the State of New York ("Box"), Four M Paper Corporation, a corporation
organized under the laws of the State of Delaware ("Paper"), Four M
Manufacturing Group of Georgia, Inc., a corporation organized under the laws of
the State of Pennsylvania ("Georgia"), Page Packaging Corporation, a corporation
organized under the laws of the State of California ("Page"), Box USA of
Florida, L.P., a limited partnership organized under the laws of the State of
Georgia (the "Florida Partnership"), and Fibre Marketing Group, LLC, a limited
liability company organized under the laws of the State of Maryland ("Fibre
Marketing") jointly and severally (FMC, Box, Georgia, Page, and the Florida
Partnership, are sometimes herein collectively referred to as the "Borrowers;"
and individually, as a "Borrower");
NATIONSBANK, N.A., a national banking association ("NationsBank"), and
the other financial institutions listed on the signature pages hereof
(NationsBank and the other financial institutions are herein collectively
referred to as the "Lenders" and individually, as a "Lender"); and
NATIONSBANK, N.A., a national banking association (the "Agent").
RECITALS
A. The Agent, the Lenders and the Borrowers are parties to the
Financing and Security Agreement dated as of May 30, 1996 (as amended by First
Amendment to Financing and Security Agreement dated February 28, 1997 (the
"First Amendment"), Second Amendment to Financing and Security Agreement dated
March 27, 1997, Third Amendment to Financing and Security Agreement dated July
31, 1997, Fourth Amendment to Financing and Security Agreement dated December 5,
1997, Fifth Amendment to Financing and Security Agreement dated May 11, 1998,
Sixth Amendment to Financing and Security Agreement dated December 15, 1998 (the
"Sixth Amendment"), and as amended, modified, restated, substituted, extended
and renewed at any time and from time to time, the "Financing Agreement").
Capitalized terms not otherwise defined in this Agreement shall have the
meanings given to them in the Financing Agreement.
B. The Borrowers have requested that the Agent and the Lenders (1)
temporarily reduce the minimum availability requirement of Section 2.1.12(b)
from $10,000,000 to $5,000,000
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and (2) allow the use of proceeds of the Revolving Loan for the payment of
interest which was due on December 1, 1998 on the Senior Secured Notes in the
approximate amount of $10,000,000.
C. The Agent and the Lenders are willing to agree to the Borrowers'
request on the condition, among others, that this Agreement be executed and
delivered.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrowers,
the Agent and the Lenders agree that the Financing Agreement is hereby amended
as follows:
1. The Borrowers, the Agent and the Lenders agree that the Recitals
above are a part of this Agreement. Unless otherwise expressly defined in this
Agreement, terms defined in the Financing Agreement shall have the same meaning
under this Agreement.
2. Section 2.1.12(b) of the Financing Agreement is hereby amended in
its entirety to read as follows:
(b) The Borrowers shall not at any time permit the aggregate
outstanding principal amount of the Revolving Loan to exceed an amount
equal to (i) Borrowing Base minus (ii)(A) on or before May 30, 1999,
Five Million Dollars ($5,000,000), and (B) on May 31, 1999 and
thereafter, Ten Million Dollars ($10,000,000).
3. In order to induce the Agent and the Lenders to make an advance
under the Revolving Loan in the aggregate amount of $10,319,000, which shall be
used by the Borrowers to pay the interest payment due on December 1, 1998 under
the terms of the Senior Secured Notes, the Borrowers represent, warrant and
agree (without implying any limitation on any provision of the Financing
Agreement or any of the other Financing Documents) that (a) under the Financing
Agreement, the Borrowers have agreed that advances under the Revolving Credit
Facility and the Collateral shall not be used other than for (i) the payment of
the Obligations, and (ii) payment of current operating expenses incurred in the
ordinary course of the Borrower's businesses, (b) under the Financing Agreement,
current operating expenses do not include such an interest payment, (c) the
Lenders are under no obligation to make the advance requested, and (d) the
making of the advance shall not constitute a waiver, amendment or modification
of any provision of the Financing Agreement or any of the other Financing
Documents, including, without limitation, an agreement on the part of the
Lenders to make or to consider making an advance under the Revolving Loan for
any future interest payment on the Senior Secured Notes.
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4. Each of the Borrowers hereby represents and warrants that all of the
representations and warranties contained in the Financing Documents are true and
correct on and as of the date hereof as if made on and as of such date, both
before and after giving effect to this Agreement, and that no Event of Default
or Default has occurred and is continuing or exists or would occur or exist
after giving effect to this Agreement, unless (except in the case of the Default
described in Section 7 of the Sixth Amendment, which Default will be remedied by
the making of the interest payment due December 1, 1998, on the Senior Secured
Notes) such Default or Event of Default has been previously expressly waived in
writing. Each of the Borrowers hereby issues, ratifies and confirms the
representations, warranties and covenants contained in the Financing Agreement,
as amended hereby. Each of the Borrowers agrees that this Agreement is not
intended to and shall not cause a novation with respect to any or all of the
Obligations. This Agreement is one of the Financing Documents.
5. The Borrowers each hereby jointly and severally, knowingly and
voluntarily, forever release, acquit and discharge the Agent, each of the
Lenders and any past, present or future agent, attorney, legal representative,
predecessor in interest, affiliate, successor, assign, employee, director or
officer any one or more of the Agent and the Lenders (collectively, with the
Agent and each of the Lenders, the "Lender Group") from and of any and all
claims that any of Lender Group is in any way responsible for the past, current
or future condition or deterioration of the business operations and/or financial
condition of any of the Borrowers and from and of any and all claims that any of
the Lender Group breached any agreement to loan money or make other financial
accommodations available to the Borrowers or to fund any operations of the
Borrowers at any time. The Borrowers each further hereby jointly and severally,
knowingly and voluntarily forever release, acquit and discharge the Lender
Group, from and of any and all other claims, damages, losses, actions,
counterclaims, suits, judgments, obligations, liabilities, defenses, affirmative
defenses, setoffs, and demands of any kind or nature whatsoever, in law or in
equity, whether presently known or unknown, which any or all of the Borrowers
may have had, now have, or which they can, shall or may have for, upon, or by
reason of any matter, course or thing whatsoever relating to, arising out of,
based upon, or in any manner connected with, any transaction, event,
circumstance, action, failure to act, or occurrence of any sort or type, whether
known, or unknown, which occurred, existed, was taken, permitted, begun, or
otherwise related or connected to or with any or all of the Obligations, this
Agreement, any or all of the Financing Documents, and/or any direct or indirect
action or omission any of the Lender Group. The Borrowers further agree that
from and after the date hereof, they will not assert to any person or entity
that any deterioration of the business operations or financial condition of any
of the Borrowers was caused by any breach or wrongful act of any of the Lender
Group.
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6. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Maryland, without regard to principles
of choice of law.
7. The Borrowers shall pay at the time this Agreement is executed and
delivered all fees, commissions, costs, charges, taxes and other expenses
incurred by the Agent and its counsel in connection with this Agreement,
including, but not limited to, reasonable fees and expenses of the Agent's
counsel and all recording fees, taxes and charges.
8. This Agreement may be executed in any number of duplicate originals
or counterparts, and each of such duplicate originals or counterparts shall be
deemed to be an original and all taken together shall constitute but one and the
same instrument. The Borrowers agree that the Agent and the Lenders may rely on
a telecopy of any signature of any Borrower. The Agent and the Lenders agree
that the Borrower may rely on a telecopy of this Agreement executed by the Agent
and the Lenders, respectively.
IN WITNESS WHEREOF, each of the parties hereto have executed and
delivered this Agreement under their respective seals as of the day and year
first written above.
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SIGNATURE PAGE TO
SEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS OR ATTEST: FOUR M CORPORATION
/s/ By:/s/ (Seal)
- -------------------- -----------------------
Dennis Mehiel
Chairman
WITNESS OR ATTEST: BOX USA GROUP, INC.
/s/ By:/s/ (Seal)
- -------------------- -----------------------
Dennis Mehiel
Chairman
WITNESS OR ATTEST: FOUR M PAPER CORPORATION
/s/ By:/s/ (Seal)
- -------------------- -----------------------
Dennis Mehiel
Chairman
WITNESS OR ATTEST: FOUR M MANUFACTURING GROUP
OF GEORGIA, INC.
/s/ By:/s/ (Seal)
- -------------------- -----------------------
Dennis Mehiel
Chairman
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SIGNATURE PAGE TO
SEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS OR ATTEST: PAGE PACKAGING CORPORATION
/s/ By:/s/ (Seal)
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Dennis Mehiel
Chairman
WITNESS OR ATTEST: BOX USA OF FLORIDA, L.P.
BY: FOUR M MANUFACTURING
GROUP OF GEORGIA, INC.
General Partner
/s/ By:/s/ (Seal)
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Dennis Mehiel
Chairman
WITNESS OR ATTEST: FIBRE MARKETING GROUP, LLC
BY: Four M Corporation
/s/ By:/s/ (Seal)
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Dennis Mehiel
Chairman
WITNESS: NATIONSBANK, N.A., In its capacity
as Agent
/s/ By:/s/ (Seal)
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Thomas A. Buckelew
Vice President
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SIGNATURE PAGE TO
SEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS: NATIONSBANK, N.A., in its capacity
as Lender
/s/ By:/s/ (Seal)
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Thomas A. Buckelew
Vice President
WITNESS: IBJ SCHROEDER BUSINESS CREDIT
CORPORATION
By:/s/ (Seal)
- ----------------- -------------------------
Name: Robert R. Wallace
Title: Vice President
WITNESS: SANWA BUSINESS CREDIT
CORPORATION
By: (Seal)
- --------------- -------------------
Name:
Title:
WITNESS: BNY FINANCIAL CORPORATION (As
Successor by Merger to The Bank
of New York Commercial Corporation
By:/s/ (Seal)
- ------------------------ -----------------------
Name: Sam Cirelli
Title: SVP
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SIGNATURE PAGE TO
SEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS: FLEET CAPITAL CORPORATION
By: (Seal)
- ------------------------ -----------------------
Name:
Title:
