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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 12, 2000
PRIME SUCCESSION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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333-14599
(COMMISSION
FILE NUMBER)
DELAWARE 13-3904211
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3940 OLYMPIC BLVD., SUITE 500 41018
ERLANGER, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(859) 746-6800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On July 13, 2000, Prime Succession, Inc. (the "Company") issued a press
release announcing that it had reached an agreement with its secured bank
lenders and a committee representing the holders of over two-thirds of its
outstanding senior subordinated notes on a financial restructuring of the
Company. The Company also announced that to implement the restructuring, the
Company, certain of its subsidiaries and its parent holding company, Prime
Succession Holdings, Inc. ("Holdings") filed petitions under Chapter 11 of the
United States Bankruptcy Code and a Joint Plan of Reorganization (the "Plan") in
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). To consummate the restructuring, the Plan must be accepted by the
requisite number and amount of certain of the Company's creditors and equity
holders and be approved by the Bankruptcy Court.
The proposed restructuring contemplates the substantial deleveraging of
the Company by canceling its existing $100 million of senior subordinated notes
and (i) distributing $20 million of new senior subordinated notes and 5,000,000
shares of new Holdings common stock to the holders of the existing senior
subordinated notes and certain other creditors, and (ii) distributing warrants
to purchase 500,000 shares of new common stock to the holders of Holdings'
preferred stock outstanding immediately prior to the filing of the Chapter 11
cases.
As part of the Chapter 11 cases, the Company has obtained Bankruptcy
Court approval to pay in full those trade creditors that continue to provide
customary credit and terms during the Chapter 11 cases. The Company has also
obtained interim approval from the Bankruptcy Court for $5.5 million in
debtor-in-possession financing from a bank group led by Goldman Sachs Credit
Partners L.P. as syndication agent.
See the attached press release dated July 13, 2000 and the attached
Joint Plan of Reorganization filed with the Bankruptcy Court on July 14, 2000,
which are hereby incorporated by reference, for further details of the Company's
proposed restructuring.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
2.2 Joint Plan of Reorganization of Prime Succession
Holdings, Inc. and Prime Succession, Inc. and its
subsidiaries under Chapter 11 of the Bankruptcy Code.
99.4 Prime Succession, Inc. Press Release dated July 13,
2000.
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.
PRIME SUCCESSION, INC.
/s/ ARTHUR J. ANSIN
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Arthur J. Ansin
Chief Financial Officer,
Secretary and Treasurer
July 17, 2000
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INDEX OF EXHIBITS
(a) EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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2.2 Joint Plan of Reorganization of Prime Succession Holdings,
Inc. and Prime Succession, Inc. and its subsidiaries under
Chapter 11 of the Bankruptcy Code.
99.4 Prime Succession, Inc. Press Release dated July 13, 2000.
