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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 12, 2000
W.R. CARPENTER NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 333-31187 54-1049647
(State or other jurisdiction (Commission File Number) (IRS Employer
Identification No.) of incorporation)
7433 North First Street,
Fresno, CA 93720
(Address of principal executive offices and zip code)
(559) 353-3950
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Waiver of Covenant Noncompliance and Consent to Horizon Transaction.
On September 8, 2000, W.R. Carpenter North America, Inc. (the "Company")
delivered to its noteholders a waiver of covenant noncompliance and consent (the
"Consent") under the Company's indenture governing its 10 5/8% Senior
Subordinated Notes due 2007 (the "Notes") in connection with the proposed sale
by the Company (the "Horizon Transaction") of its wholly-owned subsidiary,
Horizon High Reach, Inc. ("Horizon") to United Rentals (North America), Inc.
("United"). The Horizon Transaction would be made in connection with definitive
closing documents, pursuant to which the Company will sell all of the
outstanding common stock of Horizon to United for an aggregate consideration of
$90 million (subject to adjustments), comprised of approximately $50 million in
cash and approximately $40 million in the form of two five year senior unsecured
notes. The covenant noncompliance would have arisen from the requirement
contained in Section 4.10 of the Indenture dated as of June 10, 1997 among the
Company, the guarantors named therein and U.S. Trust Company of California,
N.A., as Trustee, that not less than 85% of the consideration received by the
Company from the sale of a subsidiary be in the form of cash or temporary cash
investments. A detailed discussion of the background, terms and conditions of
the Consent may be found in the Information Statement dated September 8, 2000
delivered by the Company to each holder of Notes, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
10.1 Information Statement of W.R. Carpenter North America, Inc. dated
September 8, 2000, regarding the Consent and Waiver of Compliance under
the Indenture governing its 10 5/8% Senior Subordinated Notes due 2007.
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.
Dated: September 12, 2000 W.R. CARPENTER NORTH AMERICA, INC.
By /s/ Graham D. Croot
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Title
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10.1 Information Statement of W.R. Carpenter North America, Inc.
dated September 8, 2000, regarding the Consent and Waiver of
Compliance under the Indenture governing its 10 5/8% Senior
Subordinated Notes due 2007.
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