UNITED STATES
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): May 30, 1996
CPT HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-7462 41-0972129
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1430 Broadway, 13th Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
(212) 382-1313
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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.)
<PAGE>
Item 5. Other Events
On May 30, 1996, J&L Structural, Inc. ("J&L"), a majority-owned, indirect
subsidiary of the registrant successfully negotiated amendments to the credit
agreements with its senior and subordinated lenders, effective as of March 31,
1996. As disclosed in the registrant's third fiscal quarter Form 10-Q, J&L was
in violation of the operating cash flow to total debt service financial
covenant, as well as, the capital expenditures limitation covenant with both of
its lenders. As a result of the amendments to the credit agreements, the loan
covenants have been adjusted to levels which cure the violations referred to
above.
Because of the covenant violations at March 31, 1996, borrowings of
approximately $53 million under the credit agreements were classified as a
current liability at that date. The pro forma effect of the amendments to the
credit agreements on the Company's consolidated balance sheet at March 31, 1996
are as follows (dollars in thousands):
<TABLE>
Pro Forma
March 31, Pro Forma March 31,
1996 Adjustment 1996
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ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 710 $ 710
Receivables, net of allowances 9,603 9,603
Inventories 12,284 12,284
Other current assets 79 79
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Total current assets 22,676 22,676
Property, plant and equipment, net 40,576 40,576
Deferred financing costs, net 1,982 1,982
Goodwill 1,483 1,483
Other assets 729 729
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Total assets $ 67,446 $ 67,446
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LIABILITIES & SHAREHOLDERS' DEFICIT Current liabilities:
Accounts payable $ 9,573 $ 9,573
Accrued expenses 3,863 3,863
Current portion of long-term debt 55,679 (52,993) 2,686
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Total current liabilities 69,115 16,122
Long-term obligations 7,714 52,993 60,707
Minority interest 2,399 2,399
Shareholders' deficit:
Common stock authorized 30,000,000 shares
of $.05 par value each, 1,510,084 shares
issued and outstanding 76 76
Capital in excess of par value 5,361 5,361
Accumulated deficit (17,219) (17,219)
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Total shareholders' deficit (11,782) (11,782)
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Total liabilities and shareholders' deficit $ 67,446 $ 67,446
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</TABLE>
<PAGE>
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.
CPT Holdings, Inc.
(Registrant)
Dated: May 30, 1996 /s/ William L. Remley
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William L. Remley
President and Treasurer
