SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
JUNE 30, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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WEIDER NUTRITION INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-12929 87-0563574
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
2002 SOUTH 5070 WEST
SALT LAKE CITY, UTAH
(Address of principal 84104-4726
executive offices) (Zip Code)
(801) 975-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 30, 2000, Weider Nutrition International, Inc. (the "Company") and
its domestic subsidiaries entered into a new $90.0 million senior credit
facility (the "New Credit Facility") with Bankers Trust Company, as Agent. The
New Credit Facility replaced the Company's previous credit facility which
expired on June 30, 2000.
The New Credit Facility is comprised of a $30.0 million term loan and a
$60.0 million revolving loan. Under the revolving loan, the Company may borrow
up to the lesser of $60.0 million or the sum of (i) 85% of eligible accounts
receivable and (ii) the lesser of $30.0 million or 65% of eligible inventory.
The New Credit Facility contains customary terms and conditions, including,
among others, financial covenants and limitations on the Company's ability to
pay dividends under certain circumstances. The obligations of the Company under
the New Credit Facility are secured by a first priority lien on all owned or
acquired tangible and intangible assets of the Company and its domestic
subsidiaries. Borrowings under the New Credit Facility bear interest at floating
rates and the New Credit Facility matures on March 31, 2005.
The New Credit Facility will be used to fund the normal working capital
and capital expenditure requirements of the Company. At the inception of the New
Credit Facility, the Company borrowed approximately $64.8 million (together with
the proceeds from the subordinated loan discussed below) to repay in full its
outstanding obligations under the previous credit facility and related financing
costs of the New Credit Facility.
Concurrently with the New Credit Facility, on June 30, 2000 the Company
entered into a $10.0 million senior subordinated loan agreement (the
"Subordinated Loan") with Wynnchurch Capital Partners, L.P. and Wynnchurch
Capital Partners Canada, L.P. (collectively, "Wynnchurch"). The proceeds from
the Subordinated Loan were used to repay outstanding obligations under the
Company's previous credit facility. The Subordinated Loan contains customary
terms and conditions, including, among others, financial covenants and
limitations on the Company's ability to pay dividends under certain
circumstances. The Subordinated Loan bears interests at 13% per annum and
matures on June 30, 2006. As part of the Subordinated Loan transaction, the
Company issued to Wynnchurch warrants to purchase up to 1,174,955 shares of the
Company's Class A common stock at an exercise price of $0.01 per share, subject
to certain customary antidilution provisions. The Company also granted certain
registration rights with respect to the common stock issuable under the warrants
pursuant to a Registration Rights Agreement dated as of June 30, 2000.
The foregoing description of the New Credit Facility, Subordinated Loan,
warrants and registration rights are qualified in their entirety by reference to
the documents attached to this report as exhibits and incorporated herein by
reference.
ITEM 7. EXHIBITS.
See the Exhibit index attached hereto.
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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.
WEIDER NUTRITION INTERNATIONAL, INC.
(Registrant)
By: ________________________________________
Name: Joseph W. Baty
Title: Executive Vice President and Chief
Financial Officer
Date: July 17, 2000
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EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
EXHIBIT NO. DESCRIPTION
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4.1 Credit Agreement dated as of June 30, 2000 among
Weider Nutrition Group, Inc. and Bankers Trust Company.
4.2 Senior Subordinated Loan Agreement dated as of June
30, 2000 among Wynnchurch Capital Partners, L.P.,
Wynnchurch Capital Partners Canada, L.P. and Weider
Nutrition Group, Inc.
4.3 Warrants to Purchase Shares of Class A Common Stock of
Weider Nutrition International, Inc.
4.4 Registration Rights Agreement dated as of June 30,
2000 among Wynnchurch Capital Partners, L.P.,
Wynnchurch Capital Partners Canada, L.P. and Weider
Nutrition Group, Inc.
