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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM T-3
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FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER THE
TRUST INDENTURE ACT OF 1939
POLYTAMA INTERNATIONAL FINANCE B.V.
(ISSUER)
P.T. POLYTAMA PROPINDO
(GUARANTOR)
(NAME OF APPLICANT)
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C/O MEESPIERSON TRUST B.V. MIDPLAZA 2 BUILDING, 20TH FLOOR
AERT VAN NESSTRAAT 45 JALAN JEND. SUDIRMAN KAV, 10-11
4TH FLOOR JAKARTA 10220
3012 CA ROTTERDAM, INDONESIA
THE NETHERLANDS (011)(62)(21) 570-3883
(011)(31)(10) 403-5843 (ADDRESS AND TELEPHONE NUMBER OF
(ADDRESS AND TELEPHONE NUMBER OF ISSUER'S GUARANTOR'S PRINCIPAL EXECUTIVE OFFICES)
PRINCIPAL EXECUTIVE OFFICES)
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SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
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TITLE OF CLASS AMOUNT
GUARANTEED SECURED NOTES US$200,000,000
DUE JUNE 15, 2007
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As promptly as possible after the Effective Date of this Application for
Qualification
NAME AND ADDRESS OF AGENT FOR SERVICE:
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10069
(212) 245-4107
COPY TO:
JEROME L. COBEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3144
The Obligor hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
obligor.
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<PAGE> 2
CONTENTS OF AMENDMENT NO. 2 TO APPLICATION FOR QUALIFICATION
This Amendment No. 2 ("Amendment No. 2 to the Application") to the
applicants' Application for Qualification of Indenture on Form T-3 filed on July
13, 1998 (File No. 022-22385) (the "Application") is submitted to file the
Supplement to the Consent Solicitation Statement dated August 13, 1998. Unless
otherwise defined, capitalized terms used herein have the same meanings as
provided in the Application.
This Amendment No. 2 to the Application comprises:
(a) Pages numbered one to five, consecutively;
(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference
to Exhibit 99 to Amendment No. 1 to the Application ("Amendment No. 1
to the Application") filed on July 28, 1998);
(c) The following exhibits:
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(i) Exhibit T3A.1 -- Articles of Association of the Issuer (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.1, and incorporated herein by reference).
(ii) Exhibit T3A.2 -- Articles of Association of the Company (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.2, and incorporated herein by reference).
(iii) Exhibit T3B -- Not applicable.
(iv) Exhibit T3C.1 -- Indenture dated as of June 1, 1997 between the Issuer, the
Company, as Guarantor, and the Bank of New York, as Trustee
(filed with Registration Statement on Form F-1 (333-6854),
Exhibit No. 4.1, and incorporated herein by reference).
(v) Exhibit T3C.2 -- Form of First Supplemental Indenture to be dated as of
, 1998 between the Issuer, the Company, as
Guarantor, and the Bank of New York, as Trustee
(incorporated by reference to Exhibit T3C.2 to the
Application).
(vi) Exhibit T3D -- Not applicable.
(vii) Exhibit T3E.1 -- Consent Solicitation Statement, dated July 13, 1998
(incorporated by reference to Exhibit T3E.1 to the
Application).
(viii) Exhibit T3E.2* -- Supplement to the Consent Solicitation Statement, dated
August 13, 1998.
(ix) Exhibit T3E.3 -- Consent Form, dated July 13, 1998 (incorporated by reference
to Exhibit T3E.2 to the Application).
(x) Exhibit T3E.4 -- Revised Consent Form, as distributed to Holders of the Notes
on July 14, 1998 (incorporated by reference to Exhibit T3E.3
to Amendment No. 1 to the Application).
(xi) Exhibit T3E.5 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 13, 1998
(incorporated by reference to Exhibit T3E.3 to the
Application).
(xii) Exhibit T3E.6 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 14, 1998
(incorporated by reference to Exhibit T3E.5 to Amendment No.
1 to the Application).
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(xiii) Exhibit T3E.7 -- Letter to Holders, dated July 14, 1998 (incorporated by
reference to Exhibit T3E.6 to Amendment No. 1 to the
Application).
(xiv) Exhibit T3F -- Cross-Reference Sheet (incorporated by reference to Exhibit
T3F to the Application).
(xv) Exhibit 99 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Bank of New York, as Trustee
with respect to the Modified Notes (incorporated by
reference to Exhibit 99 to Amendment No. 1 to the
Application).
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* Filed herewith. All other exhibits have been previously filed.
3
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Polytama International Finance B.V., a corporation organized and
existing under the laws of The Netherlands, has duly caused this Amendment No. 2
to the Application to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city of
Rotterdam, The Netherlands on August 10, 1998.
(SEAL) POLYTAMA INTERNATIONAL FINANCE B.V.
MeesPierson Trust B.V., in its
capacity as
Managing Director
By: /s/ DORINE C. VAN DER POEL
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Name: Dorine C. van der Poel
Title: Authorized Signatory
Attest: /s/ A. HAKSTEEG
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Name: A. Haksteeg
Title: Authorized Signatory
4
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, P.T. Polytama Propindo, a corporation organized and existing under
the laws of the Republic of Indonesia, has duly caused this Amendment No. 2 to
the Application to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city of
Jakarta, Indonesia on August 7, 1998.
(SEAL) P.T. POLYTAMA PROPINDO
By: /s/ HONGGO WENDRATNO
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Name: Honggo Wendratno
Title: President Director
Attest: /s/ HORACIO U. MARASIGAN
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Name: Horacio U. Marasigan
Title: Director/Principal Financial Officer
5
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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Exhibit T3A.1 -- Articles of Association of the Issuer (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.1, and incorporated herein by reference).
Exhibit T3A.2 -- Articles of Association of the Company (filed with
Registration Statement on Form F-1 (333-6854), Exhibit No.
3.2, and incorporated herein by reference).
Exhibit T3B -- Not applicable.
Exhibit T3C.1 -- Indenture dated as of June 1, 1997 between the Issuer, the
Company, as Guarantor, and the Bank of New York, as Trustee
(filed with Registration Statement on Form F-1 (333-6854),
Exhibit No. 4.1, and incorporated herein by reference).
Exhibit T3C.2 -- Form of First Supplemental Indenture to be dated as of
, 1998 between the Issuer, the Company, as
Guarantor, and the Bank of New York, as Trustee
(incorporated by reference to Exhibit T3C.2 to the
Application).
Exhibit T3D -- Not applicable.
Exhibit T3E.1 -- Consent Solicitation Statement, dated July 13, 1998
(incorporated by reference to Exhibit T3E.1 to the
Application).
Exhibit T3E.2* -- Supplement to the Consent Solicitation Statement, dated
August 13, 1998.
Exhibit T3E.3 -- Consent Form, dated July 13, 1998 (incorporated by reference
to Exhibit T3E.2 to the Application).
Exhibit T3E.4 -- Revised Consent Form, as distributed to Holders of the Notes
on July 14, 1998 (incorporated by reference to Exhibit T3E.3
to Amendment No. 1 to the Application).
Exhibit T3E.5 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 13, 1998
(incorporated by reference to Exhibit T3E.3 to the
Application).
Exhibit T3E.6 -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated July 14, 1998
(incorporated by reference to Exhibit T3E.5 to Amendment No.
1 to the Application).
Exhibit T3E.7 -- Letter to Holders, dated July 14, 1998 (incorporated by
reference to Exhibit T3E.6 to Amendment No. 1 to the
Application).
Exhibit T3F -- Cross-Reference Sheet (incorporated by reference to Exhibit
T3F to the Application).
Exhibit 99 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Bank of New York, as Trustee
with respect to the Modified Notes (incorporated by
reference to Exhibit 99 to Amendment No. 1 to the
Application).
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* Filed herewith. All other exhibits have been previously filed.
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CONFIDENTIAL
SUPPLEMENT TO THE CONSENT SOLICITATION STATEMENT
POLYTAMA INTERNATIONAL FINANCE B.V.
P.T. POLYTAMA PROPINDO
SOLICITATION OF CONSENTS TO AMEND INDENTURE
RELATING TO
11 1/4% GUARANTEED SECURED NOTES DUE 2007
ISSUED BY
POLYTAMA INTERNATIONAL FINANCE B.V.
(US$200,000,000 PRINCIPAL AMOUNT OUTSTANDING)
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
THE CONSENT SOLICITATION, AS SUPPLEMENTED AND AMENDED, WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 27, 1998, UNLESS EXTENDED (AS SO EXTENDED, THE
"EXPIRATION DATE"). IF THE REQUISITE CONSENTS WITH RESPECT TO THE CONSENT
SOLICITATION HAVE NOT BEEN RECEIVED BY 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE, THE ISSUER MAY EXTEND THE CONSENT SOLICITATION FOR A SPECIFIED
PERIOD OR ON A DAILY BASIS UNTIL THE REQUISITE CONSENTS HAVE BEEN RECEIVED.
This Supplement to the Consent Solicitation Statement (the "Supplement")
supplements and amends, to the extent set forth below, the Consent Solicitation
Statement dated July 13, 1998 (the "Consent Solicitation Statement") pursuant to
which Polytama International Finance B.V. (the "Issuer") and P.T. Polytama
Propindo (the "Guarantor") are presently soliciting the consents (the
"Consents") of holders of record (the "Holders") as of July 9, 1998 (the "Record
Date") of the Issuer's 11 1/4% Guaranteed Secured Notes due 2007 (the "Notes"),
which Notes are irrevocably and unconditionally guaranteed as to payment of
Principal, Premium, Interest and Additional Amounts, if any, by the Guarantor,
to certain amendments (the "Proposed Amendments") to the indenture governing the
Notes (the "Indenture") under which The Bank of New York is the Trustee (the
"Trustee"). EXCEPT AS SET FORTH HEREIN, THE TERMS AND CONDITIONS OF THE CONSENT
SOLICITATION REMAIN AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT.
Unless otherwise defined, capitalized terms used herein have the same
meanings as provided in the Consent Solicitation Statement.
EXTENSION OF EXPIRATION DATE
The Issuer hereby extends the Expiration Date to 5:00 p.m., New York City
time, on August 27, 1998, unless the Issuer, in its sole discretion, extends
such Expiration Date, in which event the term "Expiration Date" means the latest
date and time to which the Expiration Date is so extended.
As of 9:00 a.m., New York City time, on August 13, 1998, Consents have been
received from Holders of $199,165,000 principal amount of the Notes,
representing approximately 99.6% of the outstanding principal amount of the
Notes.
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IMPLEMENTATION OF PROPOSED AMENDMENTS; AMENDMENT OF "REQUISITE CONSENTS"
Under the terms of the Indenture and the Requisite Consent Condition stated
in the Consent Solicitation Statement, Holders of Notes must deliver (and not
revoke) valid consents in respect of 100% in aggregate principal amount of the
Notes outstanding as of the Record Date in order to approve the Proposed
Amendments. The failure of any Holder to deliver a consent will have the same
effect as if such Holder had not consented to the Proposed Amendments.
In this regard, the Issuer and the Guarantor have recognized the
possibility that a small percentage of the Holders may not be located or
otherwise respond affirmatively by the Expiration Date and that this could
prevent the taking of the actions described in the Consent Solicitation
Statement, in spite of the approval of such actions by Holders of an
overwhelming percentage of the principal amount of Notes.
With the foregoing in mind, the Issuer, the Guarantor and, subject to the
satisfaction of the conditions set forth in the following paragraph, the
Trustee, have agreed to execute the First Supplemental Indenture and to effect
the payments contemplated by the Proposed Amendments, in the event that Consents
have been obtained (and not revoked) by the Expiration Date from the Holders of
not less than US$199,000,000 in aggregate principal amount of the Notes
outstanding, which amount represents 99.5% of the outstanding principal amount
of such Notes. In this regard, the definition of "Requisite Consents" as used in
the Consent Solicitation is amended to mean the consent of Holders of not less
than 99.5% of the aggregate principal amount of the Notes outstanding as of the
Record Date. Although Requisite Consents in excess of the amount referred to
above had been received as of 9:00 a.m., New York City time, on August 13, 1998,
the Issuer and the Guarantor have determined that, in accordance with applicable
United States federal securities laws, the consent solicitation period should
remain open until the new Expiration Date in order for Holders to consider the
amendment and other arrangements described in this Supplement. To facilitate
such consideration, the right of revocation set forth in the Consent
Solicitation Statement shall remain in effect until the earlier of 12:00
midnight, New York City time, on August 26, 1998 or the receipt of Consents of
Holders of 100% of the aggregate principal amount of the Notes outstanding as of
the Record Date.
As a condition to the Trustee's execution of the First Supplemental
Indenture under the circumstances set forth in the preceding paragraph, the
Issuer, the Guarantor and the Trustee shall enter into an Indemnity Agreement
pursuant to which (i) the Issuer and the Guarantor shall be obligated, jointly
and severally, to reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including the reasonable
compensation and expenses, disbursements and advances, if any, of the Trustee's
agents, counsel, accountants and experts, in connection with or arising out of
the Consent Solicitation and the execution of and performance of its duties
under the First Supplemental Indenture; and (ii) the Issuer and the Guarantor
shall indemnify the Trustee (jointly and severally) against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with any claims made by or liabilities to the Holders of Notes that failed to
deliver consents by the Expiration Date. The Indemnity Agreement shall also
provide that, in order to secure the Issuer's and the Guarantor's payment
obligations thereunder, the Trustee shall have a Lien prior to the Notes on all
money or property held or collected by the Trustee other than money or property
held in trust to pay principal of and interest on particular Notes.
In addition, in order to provide additional and more immediately available
security for their indemnity obligations, the Issuer and the Guarantor, using
the Guarantor's unrestricted cash, shall deposit with the Trustee, on or prior
to the execution of the First Supplemental Indenture, cash or equivalent
collateral acceptable to the Trustee in the amount of 150% of the principal
amount of Notes for which a consent has not been received by the Expiration
Date.
Under the Indemnity Agreement, unless the Trustee elects to defend itself,
the Issuer and the Guarantor shall be obligated to defend claims against the
Trustee. In the defense of such claims, if any, the Issuer and the Guarantor may
have the opportunity to purchase the Notes of some or all of the Holders that
have failed to provide consents by the Expiration Date, which opportunity the
Issuer and the Guarantor shall be free to pursue. In the event any such purchase
is made, the Issuer and Guarantor shall retain any Notes so purchased and, as
Holders, shall agree to abide by the terms of the Indenture as amended by the
First Supplemental Indenture.
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Any holder of Notes that has provided or provides a Consent shall be deemed
to have consented to the terms of the Consent Solicitation Statement as amended
by this Supplement and shall thereby waive any claims, if any, such Holder may
have against the Issuer, the Guarantor or the Trustee arising out of the
transactions contemplated hereunder.
In connection with the foregoing, attention is drawn to text included in
the Consent Form as a requirement of the Trustee pursuant to Section 9.06 of the
Indenture which provides in pertinent part that, "In signing [an]
amendment . . . the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it . . ." The pertinent text is as follows:
"The giving of consent by a Holder shall constitute a direction
and instruction by such Holder to the Trustee to enter into the
Supplemental Indenture and to take the other actions
contemplated by the Consent Solicitation Statement. . . .
With respect to actions taken in accordance with and pursuant to
this Consent, the Holder hereby agrees to, and shall, indemnify
the Trustee and each director, officer and employee of the
Trustee (the Trustee and each such other person being an
"Indemnified Person") on demand for, and to indemnify and hold
harmless each such Indemnified Person from and against, without
limitation, any and all losses, liabilities, judgments, claims,
causes of actions, costs and expenses (including fees and
disbursements of legal counsel)(collectively referred to herein
as "Losses") incurred or suffered by an Indemnified Person in
any way, directly or indirectly, arising out of, related to, or
connected with the compliance by the Trustee or any other
Indemnified Person with this Consent or the taking of action in
accordance with this Consent or with entering into the
Supplemental Indenture.
The Holder agrees that (i) the terms of this Consent and the
Indemnity contained herein will be governed by and construed in
accordance with the substantive laws (and not the choice of law
rules) of the State of New York and (ii) all actions and
proceedings relating to or arising from, directly or indirectly,
this Consent and the Indemnity contained herein may be brought
by an Indemnified Person in courts located within the State of
New York.
This indemnity shall survive the termination of the Indenture
and any resignation of the Trustee."
Notwithstanding this Supplement, the Issuer and the Guarantor fully intend
to continue in their efforts to obtain the Consents of Holders of 100% of the
aggregate principal amount of the Notes.
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THE DATE OF THIS SUPPLEMENT IS AUGUST 13, 1998.
NEITHER THE ISSUER NOR THE GUARANTOR HAS AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS SUPPLEMENT OTHER
THAN AS SET FORTH HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER
OR THE GUARANTOR. THE DELIVERY OF THIS SUPPLEMENT SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AFTER THE DATE HEREOF.
The Issuer and Guarantor will not print and distribute new documents
reflecting these changes. A Holder should use the originally distributed revised
"yellow" Consent Form to the Proposed Amendments.
Any questions or requests for assistance regarding this Supplement or the
Consent Solicitation, and any request for additional copies of this Supplement,
the Consent Solicitation Statement, and the revised Consent Form, may be
directed to the Information Agent at its telephone numbers and location set
forth below. For assistance in completing the forms, you may also contact the
Information Agent at the telephone numbers and location set forth below.
The Information Agent:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072
Telephone: (201) 896-1900 or Toll Free (800) 346-7885
Facsimile: (201) 804-8693
Contact Persons: Paul Hebert or Chris Dowd
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