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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 4, 2000
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Unifrax Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-10611 34-1535916
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2351 Whirlpool St.
Niagara Falls, New York 14305-2413
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(Address of principal executive offices)
716-278-3800
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
The Exhibit Index is located at page 7.
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ITEM 2. ACQUISITION OF ASSETS
On October 4, 2000, Unifrax Corporation, a Delaware
corporation (the "COMPANY"), acquired the capital stock of certain affiliates of
Societe Europeenne de Produits Refractaires, a French corporation ("SEPR"), and
certain assets of certain other affiliates of SEPR, in each case relating to
SEPR's ceramic fiber business (the "BUSINESS"), pursuant to that certain Stock
and Asset Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of July 27,
2000, as amended, by and among the Company, SEPR and certain affiliates of each
of the Company and SEPR.
The purchase price was determined by arms-length negotiation
between the Company and SEPR.
The aggregate amount of funds required by the Company to pay
the aggregate purchase price pursuant to the Purchase Agreement was $58.5
million, consisting of $28.5 million in cash and the balance in the form of
promissory notes issued by the Company and Unifrax Holding Co. ("HOLDINGS"), the
Company's 90% stockholder. The Company issued two subordinated promissory notes,
each dated as of October 4, 2000, in favor of SEPR in the amounts of $8,000,000
and $1,500,000, respectively. Holdings issued two limited recourse promissory
notes, each dated as of October 4, 2000, in favor of SEPR and an SEPR affiliate
in the aggregate amount of $20,500,000. Holdings pledged 20,500 shares of newly
issued Series A Preferred Stock of the Company ("SERIES A PREFERRED") to SEPR as
security for these promissory notes. The rights, restrictions, privileges and
preferences of the Series A Preferred are contained in the Certificate of
Amendment to the Certificate of Incorporation of the Company, filed on October
4, 2000, which is hereby incorporated by reference and included as Exhibit 4.1
of this report on Form 8-K.
The cash portion of the purchase price was funded primarily
with the proceeds of a $50 million term and revolving loan Credit Agreement
entered into among the Company and certain of its affiliates and a group of
lenders. Bank of America serves as the Administrative Agent and National City
Bank serves as the Co-Administrative Agent under the Credit Agreement.
The Company and a large portion of the Business were once part
of the Carborundum Company, an indirect wholly-owned subsidiary of the British
Petroleum Company ("BP"). On October 30, 1996, the North American Fibers
Division of the Carborundum Company completed a comprehensive recapitalization
whereby it became the Company, with Holdings and BP owning 90% and 10%,
respectively. BP sold the Carborundum Company's international fiber operations
to SEPR in 1996. The acquisition of the Business by the Company reunites these
former divisions of the Carborundum Company.
The Business as operated by SEPR involved the manufacture,
cutting, processing and sale of insulating fibers operating in a temperature
regime of 1000(degree)C or higher, excluding all fibers manufactured by
continuous filament processes and all non-oxide fibers. The Company intends to
utilize the assets of the Business in a consistent manner.
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The Company's press release issued October 5, 2000, is hereby
incorporated by reference and included as Exhibit 99.1 of this report on Form
8-K.
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ITEM 7. EXHIBITS
The financial statements of the Business and the pro forma
financial information are not included in this initial report. The required
financial statements and information will be filed within 60 days of the date
hereof.
The following exhibits are filed herewith:
Exhibit No. Description
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2.1 Stock and Asset Purchase Agreement, dated as of July
27, 2000, by and among the Company, SEPR and certain
affiliates of each of the Company and SEPR.
2.2 Amendment to the Stock and Asset Purchase Agreement,
dated as of October 4, 2000.
4.1 Certificate of Amendment to the Certificate of
Incorporation of the Company, filed on October 4,
2000.
4.2 Amendment No. 2 to the Stockholders Agreement, dated
as of October 4, 2000, by and between Unifrax
Holdings Co. and BP Exploration (Alaska) Inc.
4.3 Credit Agreement, dated as of October 5, 2000, among
the Company and certain of its affiliates, the
financial institutions named therein, Bank of
America, N.A., as Administrative Agent, and National
City Bank, as the Co-Administrative Agent.
4.4 Subordinated Promissory Note, dated as of October 4,
2000, issued by the Company in favor of SEPR in the
original principal amount of $8,000,000.
4.5 Subordinated Promissory Note, dated as of October 4,
2000, issued in favor of SEPR in the original
principal amount of $1,500,000.
4.6 Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of SEPR in the original
principal amount of $20,200,000.
4.7 Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of Carborundum do Brasil in
the original principal amount of $300,000.
4.8 Pledge Agreement, dated as of October 4, 2000, by
Holdings in favor of SEPR.
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4.9 Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Bank of America, N.A.
and the lenders named therein.
4.10 Subordination Agreement (Real Estate), dated as of
October 5, 2000, by and among SEPR, the Company, Bank
of America, N.A. and the lenders named therein.
4.11 Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Chase Manhattan Trust
Company, National Association and the noteholders
named therein.
99.1 Unifrax Corporation Press Release, dated October 5,
2000.
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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.
UNIFRAX CORPORATION
Date: October 19, 2000
By: /s/ William P. Kelly
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Name: William P. Kelly
Title: President and CEO
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Stock and Asset Purchase Agreement, dated as of July
27, 2000, by and among the Company, SEPR and certain
other parties.
2.2 Amendment to the Stock and Asset Purchase Agreement,
dated as of October 4, 2000.
4.1 Certificate of Amendment to the Certificate of
Incorporation of the Company, filed on October 4,
2000.
4.2 Amendment No. 2 to the Stockholders Agreement, dated
as of October 4, 2000, by and between Unifrax
Holdings Co. and BP Exploration (Alaska) Inc.
4.3 Credit Agreement, dated as of October 5, 2000, among
the Company and certain of its affiliates, the
financial institutions named therein, Bank of
America, N.A., as Administrative Agent, and National
City Bank, as the Co-Administrative Agent.
4.4 Subordinated Promissory Note, dated as of October 4,
2000, issued by the Company in favor of SEPR in the
original principal amount of $8,000,000.
4.5 Subordinated Promissory Note, dated as of October 4,
2000, issued in favor of SEPR in the original
principal amount of $1,500,000.
4.6 Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of SEPR in the original
principal amount of $20,200,000.
4.7 Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of Carborundum do Brasil in
the original principal amount of $300,000.
4.8 Pledge Agreement, dated as of October 4, 2000, by
Holdings in favor of SEPR.
4.9 Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Bank of America, N.A.
and the lenders named therein.
4.10 Subordination Agreement (Real Estate), dated as of
October 5, 2000, by and among SEPR, the Company, Bank
of America, N.A. and the lenders named therein.
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4.11 Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Chase Manhattan Trust
Company, National Association and the noteholders
named therein.
99.1 Unifrax Corporation Press Release, dated October 5,
2000.
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