SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): JANUARY 29, 1999
SAFELITE GLASS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
333-21949 13-3386709
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1105 SCHROCK ROAD, COLUMBUS, OHIO 43229
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(614) 842-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NONE
(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
Consummation of Equity Investment
On January 29, 1999, the Company consummated the issuance and sale of
50,000 shares of Series A Convertible Participating Preferred Stock (the "Series
A Convertible Preferred Stock"), at a price of $1000 per share, and received net
cash proceeds of $50 million (the "Equity Investment"). The offering of the
Series A Convertible Preferred Stock was made in reliance upon exemptions from
registration under the Securities Act of 1933, as amended, for an offer and sale
of securities which does not involve a public offering. The shares of Series A
Convertible Preferred Stock were purchased by existing stockholders of the
Company, including affiliates of Thomas H. Lee Company.
Effect of Equity Investment
Completion of the Equity Investment was carried out in connection with
certain terms and conditions of the Company's outstanding 9 7/8% Series C Senior
Subordinated Notes due 2006 (the "Series C Notes") and the Company's Credit
Agreement, dated December 20, 1996, as amended (the "Bank Credit Agreement"), as
explained below.
Proceeds from Note Offering. As reported in the Company's Report on
Form 8-K filed on December 21, 1998, the Company consummated an offering (the
"Note Offering") of $55 million aggregate principal amount of the Company's
Series C Notes on December 18, 1998. One of the terms of the Note Offering was
that the net proceeds from the Note Offering would be held in escrow until the
Company received $50 million in net cash proceeds in exchange for the issuance
of Qualified Capital Stock (as defined in the Indenture pursuant to which the
Series C Notes were issued) which was to be completed by January 29, 1999. Upon
completion of the Equity Investment on January 29, 1999, the net proceeds from
the Note Offering were released to the Company.
Effectiveness of Amendment to Bank Credit Agreement. As reported in the
Company's Report on Form 8-K filed on December 21, 1998, the Company and the
lenders providing senior credit facilities under the Bank Credit Agreement
entered into an amendment (the "Amendment") to the Bank Credit Agreement on
December 18, 1998, which modified certain covenants in the Bank Credit Agreement
and enhanced the Company's likelihood of continued compliance thereunder. One of
the terms of the Amendment was that it would cease to be effective after
February 3, 1999, if the Equity Investment was not completed by January 29,
1999. Upon completion of the Equity Investment on January 29, 1999, that
condition was satisfied and the Amendment remains fully effective.
Use of Proceeds
Net proceeds of the Note Offering and the Equity Investment were used
to repay $61.4 million of term loans and $35.0 million of revolving credit loans
under the Bank Credit Agreement, with no reduction to the revolving credit
availability. As of January 29, 1999, after completion of the above
transactions, the Company had availability under its revolving credit facility
of approximately $52.0 million (after giving effect to outstanding letters of
credit).
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Forward Looking Statements.
This report contains forward-looking statements concerning the
Company's operations, economic performance and financial condition. These
statements are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the control of the Company, and reflect future business decisions
which are subject to change. Some of these assumptions inevitably will not
materialize, and unanticipated events will occur which will affect the Company's
results.
Statements contained in this report that are prefaced with the words
"may," "will," "expect," "anticipate," "continue," "estimate," "project,"
"intend," "designed" and similar expressions, are intended to identify
forward-looking statements regarding events, conditions and financial trends
that may affect the Company's future plans of operations, business strategy,
results of operations and financial position. These statements are based on the
Company's current expectations and estimates as to prospective events and
circumstances about which the Company can give no firm assurance. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward- looking
statement to reflect events or circumstances after the date on which such
statement is made. As it is not possible to predict every new factor that may
emerge, forward-looking statements should not be relied upon as a prediction of
actual future financial condition or results. These forward-looking statements,
like any forward-looking statements, involve risks and uncertainties that could
cause actual results to differ materially from those projected or anticipated.
Such risks and uncertainties include product demand, regulatory uncertainties,
the effect of economic conditions, the impact of competitive products and
pricing, changes in customers' ordering patterns and costs and expenses
associated with any Year 2000 issues associated with the Company, including
updating software and hardware and potential system interruptions. The foregoing
list should not be construed as exhaustive.
ITEM 7. Financial Statements and Exhibits
(a) Press release of the Company dated February 1, 1999
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SIGNATURE
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.
SAFELITE GLASS CORP.
Dated: February 1, 1999 By: /s/ Douglas A. Herron
---------------------------
Name: Douglas A. Herron
Title: Chief Financial Officer
FOR IMMEDIATE RELEASE MEDIA:
Dee Uttermohlen
Marketing Manager
(614) 842-3017
ANALYSTS:
Poe Timmons
VP, Corporate Controller
(614) 842-3325
SAFELITE GLASS CORP. COMPLETES $50 MILLION EQUITY OFFERING
Columbus, OH -- February 1, 1999 -- SAFELITE GLASS CORP. announced today that,
on January 29, 1999, it completed an offering of 50,000 shares of Series A
Convertible Participating Preferred Stock, all of which were purchased by
existing stockholders at a price of $1000 per share. The net proceeds from the
equity offering, together with the net proceeds from a $55 million bond offering
completed in December 1998, were used to repay $61.4 million of term loans and
$35.0 million of revolving credit loans under the Company's senior credit
facilities, with no reduction to the revolving credit availability.
Founded in 1947, Safelite is the largest provider of automotive glass
replacement and repair services and claims management solutions in the United
States. The Company operates two manufacturing facilities, four national call
centers, 76 automotive glass warehouses, and 694 SAFELITE(R) AUTOGLASS service
centers in all 50 states.
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