SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 15, 2000
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U.S. AGGREGATES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-15217 57-0990958
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
400 SOUTH EL CAMINO REAL, SUITE 500, SAN MATEO, CA 94402
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(Address of Principal Executive Offices) (Zip Code)
(650) 685-4880
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Amendment to Senior Credit Facility
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The Company has entered into a Fourth Amendment with our existing lenders
pursuant to our senior secured credit facility effective September 29, 2000.
The facility provides the Company with a $90 million revolving line of credit
and a $105 million term loan. The term loan consists of an "A" tranche and a
"B" tranche. The term loan A accrues interest at a rate per annum based on the
Eurodollar rate plus a spread of 2.00% to 3.50% and the term loan B accrues
interest at a rate per annum based on the Eurodollar rate plus a spread of 3.25%
to 4.00%. The term loan A matures in March 2004 and the term loan B matures in
March 2006. The Revolving facility of $90 million will be automatically and
permanently reduced over the next three years and terminates on June 2004. The
agreement also amends the following, amongst other matters, minimum interest
coverage ratio, minimum fixed charge coverage ratio, maximum leverage ratios, a
minimum EBITDA, limitations on capital expenditures and acquisitions, the use of
proceeds from the sale of assets, and limitations on the Company's ability to
pay dividends.
A copy of the agreement is attached hereto as Exhibit 10.1.
Amendment to Senior Subordinated Notes
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The Company has also similarly amended its agreements with the holders of
our existing senior subordinated notes to parallel the covenants in the Fourth
Amendment to our senior secured credit facility. Our $30 million senior
subordinated notes interest rate is 12% per annum, which matures in November
2006. Our $15 million senior subordinated notes interest rate is 12% per annum,
which matures in November 2008. In addition both senior subordinated notes will
accrue interest at a rate per annum of 2%, which is not paid in cash until the
maturity of these notes.
A copy of the agreement is attached hereto as Exhibit 10.2.
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ITEM 7. EXHIBITS.
Exhibit 10.1 Fourth Amendment to Third Amended and Restated Credit
Agreement dated as of September 29, 2000 by and among the
Company, various financial institutions and Bank of America
National Trust and Savings Association, individually and as
agent
Exhibit 10.2 Amendment No. 3 to Amended and Restated Note and Warrant
Purchase Agreement dated as of September 29, 2000 by and
between the Company and The Prudential Insurance Company of
America
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.
U.S. AGGREGATES, INC.
Date: November 27, 2000 By: /s/ Michael J. Stone
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Michael J. Stone
Chief Financial Officer, Treasurer
and Secretary
