SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
Reeves, Inc.
(Name of applicant)
101 Merritt 7 Corporate Park, 2nd Floor, Norwalk, CT 06586
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
13% Senior Notes due November 15, 2004 $73,004,723
Approximate date of issuance: April 13, 1998
Name and address of agent for service: Robert F. Ivey, Esq.
Reeves, Inc.
101 Merritt 7 Corporate
Park
2nd Floor
Norwalk, Connecticut
06586
(203) 846-9988
With a copy to:
Alan B. Hyman, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York
10036-8299
(212) 969-3000
GENERAL
1. General information. Furnish the following as to the
applicant:
(a) Form or organization.
A corporation.
(b) State or other sovereign power under the laws of
which organized.
Delaware.
2. Securities Act exemption applicable. State briefly the
facts relied upon by the applicant as a basis for the claim that
registration of the indenture securities under the Securities Act
of 1933 is not required.
Reeves, Inc., a Delaware corporation (the "Company"),
proposes to issue, as part of the Amended Joint Plan of
Reorganization of Reeves Industries, Inc. (the "Debtor") and the
Company, dated January 12, 1998, as modified (the "Plan of
Reorganization"), its Senior Notes due November 15, 2004 (the
"Senior Notes"). The Plan of Reorganization also provides for
the issuance of New Senior Notes by the Debtor due November 15,
2002 (the "Debtor Notes"). Pursuant to the Plan of
Reorganization, Old Senior Notes ("Old Senior Notes") and Old
Subordinated Debentures ("Old Subordinated Debentures") will be
exchanged for the Senior Notes, Debtor Notes and common stock of
the Company. The United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") approved a Second
Amended Disclosure Statement (the "Disclosure Statement") as
containing "adequate information" for the purpose of soliciting
votes of holders of claims or stock interests in the Debtor for
acceptance or rejection of the Plan of Reorganization (Case No.
97 B 47727 (PCB)). At a hearing held on March 10, 1998, the
Bankruptcy Court confirmed the Plan of Reorganization. A copy of
the Disclosure Statement, with the Plan of Reorganization annexed
thereto as an exhibit, was previously filed as an exhibit to the
Form T-3 of the Company on March 16, 1998 as Exhibit T3E. The
Senior Notes are to be issued under an indenture (the "Senior
Note Indenture") between the Company, the hypothecators named
therein and First Trust National Association, a form of which was
previously filed as an exhibit to the Form T-3 of the Company on
March 16, 1998 as Exhibit T3C.
The Company believes that the issuance of the Senior Notes
is exempt from the registration requirements of the Securities
Act of 1933 (the "Securities Act") pursuant to Section 1145(a)(1)
of the United States Bankruptcy Code (the "Bankruptcy Code").
Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the
issuance of securities from the registration requirements of the
Securities Act and equivalent state securities and "blue sky"
laws if the following conditions are satisfied: (i) the
securities are issued by a debtor, an affiliate participating in
a joint plan of reorganization with the debtor, or a successor of
the debtor under a plan of reorganization, (ii) the recipients of
the securities hold a claim against, an interest in, or a claim
for an administrative expense against, the debtor, and (iii) the
securities are issued entirely in exchange for the recipient's
claim against or interest in the debtor, or are issued
"principally" in such exchange and "partly" for cash or property.
The Company believes that the issuance of securities contemplated
by the Plan of Reorganization will satisfy the aforementioned
requirements.
AFFILIATIONS
3. Affiliates. Furnish a list or diagram of all
affiliates of the applicant and indicate the respective
percentages of voting securities or other bases of control.
The following diagram sets forth the relationship among the
Company and all of its affiliates, including their respective
percentages of voting securities, as of March 10, 1998.
Harts1,2
(100%)
The Company
(100%)
Reeves Industries
Inc.
(100%)
Europe Reeves B.V. (100%)
Reeves Brothers, Inc.
(100%) (100%)
ARA Manufacturing
Reeves Penna, Inc. Company, Inc.
(99%) (1%)
The Reeves Company
LLC
(99.998%) (.002%)
(Reeves S.p.A.)
The following diagram sets forth the relationship among the
Company and all of its affiliates, including their respective
percentages of voting securities, upon the effectiveness of the
Plan of Reorganization (the "Effective Date).
Harts3,4 Bondholders5
(75%) 25%
The Company
(100%)
Reeves Industries
Inc.
(100%)
Europe Reeves B.V. (100%)
Reeves Brothers, Inc.
(100%) (100%)
ARA Manufacturing
Reeves Penna, Inc. Company, Inc.
(99%) (1%)
The Reeves Company
LLC
(99.998%) (.002%)
(Reeves S.p.A.)
MANAGEMENT AND CONTROL
4. Directors and executive officers. List the names and
complete mailing addresses of all directors and executive
officers of the applicant and all persons chosen to become
directors or executive officers. Indicate all offices with the
applicant held or to be held by each person named.
Except as otherwise noted below, the address for each
director and executive officer listed below is 101 Merritt 7
Corporate Park, 2nd Floor, Norwalk, CT 06586.
NAME OFFICE
James W. Hart Chairman and Director
James W. Hart, Jr. Director, President and
Chief Executive Officer
Douglas B. Hart Director, Executive Vice
President and Chief
Operating Officer
Robert F. Ivey Vice President, General
Counsel and Secretary
Gary Linduff Vice President and Chief
Financial Officer
Donald R. Miller Senior Vice President
Patrick M. Walsh Vice President-
Administration
Brian Berman6 Director
5. Principal owners of voting securities. Furnish the
following information as to each person owning 10 percent or more
of the voting securities of the applicant.
As of March 10, 1998 (Insert date within 31 days)
NAME AND PERCENTAGE
COMPLETE TITLE OF OF VOTING
MAILING CLASS AMOUNT SECURITIES
ADDRESS OWNED OWNED OWNED
James W. Hart, Jr. Common Stock 312,750 sh 41.70%
101 Merritt 7
Corporate Park
2nd Floor
Norwalk, CT 06586
Douglas B. Hart Common Stock 275,250 sh 36.70%
101 Merritt 7
Corporate Park
2nd Floor
Norwalk, CT 06586
Jennifer Fray Common Stock 154,500 sh 20.60%
16 Spicewood Road
Wilton, CT 06897
As of the effectiveness of the Plan of Reorganization
NAME AND PERCENTAGE
COMPLETE TITLE OF OF VOTING
MAILING CLASS AMOUNT SECURITIES
ADDRESS OWNED OWNED OWNED
James W. Hart, Jr. Class A
101 Merritt 7 Common Stock 312,750 sh 31.30%
Corporate Park
2nd Floor
Norwalk, CT 06586
Douglas B. Hart Class A
101 Merritt 7 Common Stock 275,250 sh 27.50%
Corporate Park
2nd Floor
Norwalk, CT 06586
Jennifer Fray Class A
16 Spicewood Road Common Stock 154,500 sh 15.40%
Wilton, CT 06897
Oaktree Capital Class B
Management LLC Common Stock 158,898 sh 15.90%
550 South Hope Street
22nd Floor
Los Angeles, CA 90071
UNDERWRITERS
6. Underwriters. Give the name and complete mailing
address of (a) each person who, within three years prior to the
date of filing the application, acted as an underwriter of any
securities of the obligor which were outstanding on the date of
filing the application, and (b) each proposed principal
underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of
securities underwritten.
(a) None.
(b) None.
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information
as to each authorized class of securities of the applicant.
As of March 10, 1998 (Insert date within 31 days)
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Common Stock, par value
.001 per share 1,000,000 sh 750,000 sh
As of the Effective Date of the Plan of Reorganization
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Class A Common Stock,
par value $.01 per share 1,000,000 sh 750,000 sh
Class B Common Stock,
par value $.01 per share 2,000,000 sh 250,000 sh
Senior Notes due 2002 $73,004,723 $73,004,723
(b) Give a brief outline of the voting rights of each class
of voting securities referred to in paragraph (a) above.
Each outstanding share of the Company's existing Common
Stock and new Class A and Class B Common Stock has or will have,
as applicable, one vote with respect to all matters subject to
common stockholder vote.
Holders of the Senior Notes due 2004 do not have any voting
rights by reason of ownership of those securities.
INDENTURE SECURITIES
8. Analysis of indenture provisions. Insert at this point
the analysis of indenture provisions required under section
305(a)(2) of the Act.7
(A) Events of Default and Notice of Default.
The following are Events of Default under the Indenture:
(i) failure by the Company to pay interest on the
Notes for 30 days after becoming due;
(ii) failure by the Company to pay the principal of or
premium (if any) on the Notes, whether at maturity or upon
acceleration, redemption or otherwise (including the failure to
repurchase the Notes tendered pursuant to a Change of Control
Offer or an Asset Sale Offer);
(iii) failure by the Company or any of its
Subsidiaries to comply with the provisions of Section 4.8, 4.9 or
5.1 of the Indenture;
(iv) the failure of the Company to comply with any of
its covenants or the breach by the Company of any of its
representations or warranties in any material respect under the
Restructuring Agreement as of the Additional Interest Calculation
Date or failure by the Company or any of its Subsidiaries to
comply with any of its covenants or the breach by the Company or
any of its Subsidiaries of any of its representations or
warranties in any material respect under the Indenture (other
than a breach of a covenant, representation or warranty which is
specifically provided for elsewhere in Section 6.1 of the
Indenture) for 30 days after written notice specifying the
failure and that the same is a Default shall have been given to
the Company by the Trustee or Holders of 25% in principal amount
of the Notes outstanding;
(v) default or defaults, including a payment default
(after giving effect to all applicable grace periods), under one
or more agreements, instruments, mortgages, bonds, debentures or
other evidences of Indebtedness under which the Company or any of
its Subsidiaries has an aggregate outstanding principal amount of
Indebtedness in excess of $5 million for all such issues of all
such Persons and either (x) such Indebtedness is already due and
payable in full or (y) such default or defaults have resulted in
the acceleration of the maturity of such Indebtedness;
(vi) any final judgment or order (not covered by
insurance) is entered against the Company or any Subsidiary in
excess of $5 million either individually or in the aggregate for
all such final judgments or orders against all such Persons and
remains undischarged or unstayed for 60 days;
(vii) the Company or any of its Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case or proceeding,
(b) consents to the entry of a judgment, decree
or order for relief against it in an involuntary case or
proceeding,
(c) consents to the appointment of a Custodian of
it or for all or substantially all of its property,
(d) consents to the institution of a bankruptcy
or an insolvency proceeding against it,
(e) makes a general assignment for the benefit of
its creditors,
(f) takes any corporate action to authorize or
effect any of the foregoing, or
(g) generally is not able to pay its debts as
they become due;
(viii) a court of competent jurisdiction enters a
judgment, decree or order under any Bankruptcy Law that is for
relief against the Company or any Significant Subsidiary of the
Company, in an involuntary case or proceeding which shall:
(a) approve a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company
or any Subsidiary of the Company,
(b) appoint a Custodian for the Company or any
Subsidiary of the Company or for all or substantially all of the
property of any of them, or
(c) order the winding-up or liquidation of the
Company or any Subsidiary of the Company, and in each case the
judgment, order or decree remains unstayed and in effect for 60
days;
(ix) failure by an Hypothecator to comply
with any of its covenants or the breach by any Hypothecator of
any of its representations or warranties under the Non-Recourse
Pledge Agreement for 30 days (or for six months only with respect
to Section 4(b) of the Non-Recourse Pledge Agreement) after
written notice specifying the failure and that the same is a
Default shall have been given to the Company by the Trustee or
Holders of 25% in principal amount of the Notes outstanding; or
(x) any Lien granted or purported to be
granted pursuant to the Non-Recourse Pledge Agreement shall be or
become unenforceable or invalid, or the priority thereof shall
become diminished, or any Hypothecator shall contest or disaffirm
any such Lien.
If a Default or an Event of Default occurs and is continuing
and if it is known to a Responsible Officer of the Trustee, the
Trustee shall mail to Holders a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in the payment of principal, premium,
if any, or interest on a Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the
interests of the Holders.
(B) Authentication and Delivery of the Notes and the
Application of Proceeds Thereof.
A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive
evidence that the Note has been authenticated under the
Indenture. The Trustee shall, upon receipt of a Company Order,
authenticate Notes for original issue in the aggregate principal
amount of $73,004,723. The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate the Notes. An
authenticating agent may authenticate the Notes whenever the
Trustee may do so. Each reference in the Indenture to
authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent
to deal with the Company or an Affiliate of the Company.
On the Issue Date, the Notes shall be initially issued in
the form of one or more permanent global Notes, in registered
form, deposited with the Trustee, as custodian for the
Depository.
There will be no proceeds from the issuance of the Notes
because the Notes will be issued, as part of an exchange, as
provided in the Plan.
(C) Release of Property Subject to the Lien of the
Indenture.
The Company's obligations under the Notes issued under the
Indenture are not secured by any liens or security interests on
any assets of the Company. The obligations of the Company to pay
Additional Interest are secured by the non-recourse pledge by the
Hypothecators of the Pledged Collateral.
(D) Satisfaction and Discharge of Indenture.
The Indenture shall cease to be of further effect (except
that the Company's obligations under Section 7.7 and the
Company's, the Trustee's and any Paying Agent's obligations under
Section 8.6 of the Indenture shall survive) when all outstanding
Notes theretofore authenticated and issued have been delivered
(other than destroyed, lost or stolen Notes that have been
replaced or paid) to the Trustee for cancellation and the Company
has paid all sums payable under the Indenture.
In addition, the Company shall be deemed to have been
discharged from its obligations, with certain specified
exceptions, with respect to all outstanding Notes under the
following circumstances:
(i) the Company must irrevocably deposit or cause to
be deposited with the Trustee or with a trustee satisfactory to
the Trustee and the Company under the terms of an irrevocable
trust agreement in form and substance reasonably satisfactory to
the Trustee, in trust, for the benefit of the Holders of the
Notes, (A) cash in United States dollars or (B) Government
Securities maturing as to principal and interest in such amounts
and at such times, or (C) a combination thereof, in each case, in
such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to
pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be, of such
principal or installment of principal of, premium, if any, or
interest on the outstanding Notes;
(ii) in the case of an election under Section 8.2 of
the Indenture, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States acceptable to the Trustee
confirming that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B)
since the date of the Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect
that the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not
occurred;
(iii) in the case of an election under Section 8.3
of the Indenture, the Company shall have delivered to the Trustee
an Opinion of Counsel in the United States acceptable to the
Trustee confirming that the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;
(iv) no Default or Event of Default shall have occurred
and be continuing (1) on the date of such deposit (other than a
Default or Event of Default resulting from the incurrence of
Indebtedness all or a portion of the proceeds of which will be
used to defease the Notes pursuant to Article Eight of the
Indenture concurrently with such incurrence) or (2) insofar as
Section 6.1(vii) or Section 6.1(viii) of the Indenture is
concerned, at any time during the period ending on the 91st day
after the date of deposit (it being understood that the condition
in this clause (2) is a condition subsequent and shall not be
deemed satisfied until the expiration of such period);
(v) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute a default
under, the Indenture or any other material agreement or
instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is
bound;
(vi) 123 days pass after the deposit is made and during
the 123-day period no Event of Default specified in Section
6.1(vii) or (viii) with respect to the Company occurs which is
continuing at the end of the period;
(vii) the Company shall have delivered to the
Trustee an Officers' Certificate stating that the deposit was not
made by the Company with the intent of defeating, hindering,
delaying or defrauding any actual creditors of the Company;
(viii) the Company shall deliver to the Trustee an
Opinion of Counsel stating that, as a result of such Legal
Defeasance or Covenant Defeasance the trust created hereunder
shall not be required to register as an investment company under,
or otherwise be subject to, the Investment Company Act of 1940,
as amended; and
(ix) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.
(E) Evidence as to Compliance with Conditions and
Covenants.
(i) The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year, a certificate of the
principal executive officer, the principal financial officer or
the principal accounting officer of the Company stating that a
review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the
supervision of the signing officer with a view to determining
whether the Company has kept, observed, performed and fulfilled
its obligations under the Indenture, and further stating, as to
such officer signing such certificate, that to the best of his or
her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in the Indenture and
is not in default in the performance or observance of any of the
terms, provisions and conditions of the Indenture (or, if a
Default or Event of Default shall have occurred and is pending,
describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of
his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal
of or interest, if any, on the Notes is prohibited or, if such
event has occurred, a description of the event and what action,
if any, the Company is taking or proposes to take with respect
thereto and listing all redemptions of Notes and Restricted
Payments made during the period covered by the certificate, if
any. For purposes of Section 4.4(a) of the Indenture, such
compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of the
Indenture.
(ii) So long as not contrary to the then generally
accepted auditing and accounting standards, the year-end
financial statements delivered pursuant to Section 4.3 (a) above
shall be accompanied by a written statement of the Company's
independent public accountants (who shall be a firm of
established national reputation) that in making the examination
necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that
the Company has violated any provisions of Sections 4.1, 4.5,
4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18 or 5.1 of the
Indenture as they relate solely to accounting matters or, if any
such violation has occurred and has come to their attention,
specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of
any such violation. It is specifically understood by all parties
that the accountant's examination is not designed primarily
toward obtaining such knowledge.
(iii) The Company shall, so long as any of the
Notes are outstanding, deliver to the Trustee, promptly, but in
any case within 3 Business Days of any Officer becoming aware of
any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action, if
any, the Company is taking or proposes to take with respect
thereto.
9. Other Obligors. Give the name and complete mailing
address of any person, other than the applicant, who is an
obligor upon the indenture securities.
See Item 8(C) generally and also Items 4 and 5 for the
addresses of the Hypothecators.
Contents of application for qualification. This application
for qualification comprises
(a) Pages numbered 1 to 11, consecutively.
(b) The statement of eligibility and qualification of each
trustee under the indenture or to be qualified.*
(c) The following exhibits in addition to those filed as a
part of the statement of eligibility and qualification of each
trustee.
Exhibit T3A. Certificate of Incorporation of the Company. The
Certificate of Incorporation will be amended in
connection with the Plan of Reorganization. The
form of Amended and Restated Certificate of
Incorporation of the Company is attached as
Exhibit H to the Disclosure Statement (Exhibit
T3E).*
Exhibit T3B. By-Laws of the Company. The By-Laws will be
amended in connection with the Plan of
Reorganization. The form of Restated By-Laws of
the Company is attached as Exhibit H to the
Disclosure Statement (Exhibit T3E).*
Exhibit T3C. Form of the Senior Note Indenture between the
Company, the Hypothecators named therein and First
Trust National Association.*
Exhibit T3D. Not applicable.
Exhibit T3E. A copy of the Second Amended Disclosure Statement
regarding the Amended Joint Plan of
Reorganization, with certain exhibits thereto.*
Exhibit T3F. A cross reference sheet showing the location in
the Senior Note Indenture of the provisions
inserted therein pursuant to Sections 310 through
318(a), inclusive, of the Trust Indenture Act of
1939, included in Exhibit T3C.*
___________________
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the applicant, Reeves, Inc., a corporation organized and
existing under the laws of Delaware, has duly caused this
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 New York, and State of New York,
on the 24th day of March, 1998.
REEVES, INC.
Attest By /s/ James W. Hart, Jr.
James W. Hart, Jr.
President and Chief Executive
Officer
FOOTNOTES
1. The term "Harts" refers to James W. Hart, James W. Hart, Jr.,
Douglas B. Hart and Jennifer Fray, who own approximately 1%,
41.7%, 36.7% and 20.6%, respectively, of the Company.
2. James W. Hart owns a controlling interest in Fenchurch, Inc.,
a Delaware corporation, which was the parent corporation of the
Company prior to March 10, 1998.
3. The term "Harts" refers to James W. Hart, James W. Hart, Jr.,
Douglas B. Hart and Jennifer Fray, who will own approximately
.8%, 31.3%, 27.5% and 15.4%, respectively, of the Company upon
the effectiveness of the Plan of Reorganization.
4. James W. Hart owns a controlling interest in Fenchurch, Inc.,
a Delaware corporation, which was the parent corporation of the
Company prior to March 10, 1998.
5. The term "Bondholders" refers to the holders of Old Senior
Notes, Old Subordinated Debentures, Senior Notes, and Debtor
Notes.
6. Mr. Berman's address is c/o Oaktree Capital Management LLC,
550 South Hope Street, 22nd Floor, Los Angeles, CA 90071.
7. All capitalized terms used in this Item 8 shall have the same
meaning, unless otherwise defined, as that provided in the Senior
Note Indenture.
