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): July 3, 1997
CROWLEY MILNER AND COMPANY
(Exact name of registrant as specified in its charter)
Michigan 1-1594 38-0454910
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
Number)
2301 West Lafayette Boulevard, Detroit, Michigan 48216
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (313) 962-2400
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Items.
Loan and Security Agreement -- Congress Financial Corporation
(Central).
As previously reported by the registrant in its Current Report on
Form 8-K dated August 31, 1996, effective as of September 5, 1996, Congress
Financial Corporation (Central), Crowley, Milner and Company, a Michigan
corporation (the "Company"), and Steinbach Stores, Inc., an Ohio corporation
and a wholly-owned subsidiary of the Company ("Steinbach"), entered into an
Amended and Restated Loan and Security Agreement (the "Amended Loan
Agreement") pursuant to which Congress is providing, on an aggregate basis
to the Company and Steinbach, a fully secured line of credit of up to $24
million and, included within such line of credit, a facility for letters of
credit of up to $5 million, with the interest rate on the foregoing, subject
to certain terms and conditions, at 25 basis points above the prime rate of
CoreStates Bank, N.A. The Company and Steinbach have each granted Congress
a security interest in and general lien upon substantially all of their
respective tangible and intangible personal assets and property, whether now
owned or hereafter acquired, as security for all debts, liabilities and
obligations of the Company and Steinbach under the Amended Loan Agreement.
The Amended Loan Agreement shall continue for a term ending on November 4,
1999, and from year to year thereafter unless sooner terminated pursuant to
the terms thereof.
Effective as of July 3, 1997, Congress, the Company and Steinbach
entered into Amendment No. 1 to the Amended Loan Agreement, pursuant to
which (i) the maximum credit available under the Amended Loan Agreement was
increased from $24 million to $35 million for the period of December 1 of
any year through August 31 of the following year and $42 million for the
period of September 1 through November 30 of each year, and (ii) the letter
of credit accommodation was increased from $5 million to $10 million.
The information set forth in Amendment No. 1 to the Amended Loan
Agreement attached hereto as Exhibit 10.10 is hereby incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.10 Amended and Restated Loan and Security Agreement, dated
September 5, 1996, among Congress Financial Corporation
(Central), Crowley, Milner and Company and Steinbach Stores,
Inc. (amends and restates Loan and Security Agreement
previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 31, 1994)
(previously filed as an exhibit to the Company's Current
Report on Form 8-K dated August 31, 1996), as amended by
Amendment No. 1 thereto (a copy of which is filed herewith).
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.
CROWLEY, MILNER AND COMPANY
/S/ JOHN R. DALLACQUA
John R. Dallacqua,
Vice President of Finance
July 9, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
10.10 Amendment No. 1 to Amended and Restated Loan and Security Agreement,
dated September 5, 1996, by and among Congress Financial Corporation
(Central) as Lender and Crowley, Milner and Company and Steinbach
Stores, Inc. as Borrowers.
AMENDMENT NO. 1 TO
LOAN AND SECURITY AGREEMENT
This Amendment No. 1 is dated as of the 3rd day of July, 1997 and is
by and among Congress Financial Corporation (Central), an Illinois
corporation ("Congress"), Crowley, Milner and Company, a Michigan
corporation ("Crowley") and Steinbach Stores, Inc., an Ohio corporation
("Steinbach").
W I T N E S S E T H:
WHEREAS, Congress and Crowley and Steinbach (collectively,
"Borrowers") are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of September 5, 1996 (as amended or otherwise
modified from time to time, the "Loan Agreement"), pursuant to which
Congress agreed to provide certain loans and other financial accommodations
to Borrowers;
WHEREAS, Borrowers and Congress have agreed to amend the Loan
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Congress and Borrowers hereby agree as follows:
1. Amendment to Loan Agreement. Subject to the satisfaction of
the conditions precedent set forth in Section 2 of this Amendment No. 1, and
in reliance on the representations and warranties set forth in Section 4 of
this Amendment No. 1, the Loan Agreement is hereby amended as follows:
(a) Section 1.23 of the Loan Agreement is hereby amended to
delete the reference to "$24,000,000" and to replace it with a
reference to "$35,000,000 from December 1 of any year through August
31 of the following year and $42,000,000 from September 1 through
November 30 of each year."
(b) Section 2.2 of the Loan Agreement is hereby amended to
delete the reference to "$5,000,000" in subsection (d) thereof and
to substitute therefor a reference to "$10,000,000".
(c) Section 3.4 of the Loan Agreement is hereby amended to
delete the reference to "$24,000,000" therein and to replace it with
a reference to "the Maximum Credit in effect for the immediately
preceding month (or part thereof)".
(d) The table set forth in Section 12.1(c) of the Loan Agreement
immediately after the first paragraph of said section is hereby
amended to delete both references to "the Maximum Credit" therein
and to replace them with references to "the highest Maximum Credit
amount".
2. The effectiveness of the amendments herein are subject to
the satisfaction of the following conditions precedent or concurrent:
(a) Congress shall have received this Amendment No. 1, executed
by the Borrowers.
(b) Congress shall have received an amendment fee of $90,000,
paid in immediately available funds.
3. References; Effectiveness. Congress and Borrowers hereby
agree that all references to the Loan Agreement which are contained in any
of the other "Financing Agreements" (as that term is defined in the Loan
Agreement) shall refer to the Loan Agreement as amended by this Amendment
No. 1.
4. Representations and Warranties. To induce Congress to enter
into this Amendment No. 1, Borrowers hereby represent and warrant to
Congress that:
(a) The execution, delivery and performance by Borrowers of this
Amendment No. 1 are within their respective corporate powers, have
been duly authorized by all necessary corporate action, have
received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any
provision of law applicable to Borrowers, the articles of
incorporation and code of regulations of either Borrower, any order,
judgment or decree of any court or governmental agency, or any
agreement, instrument or document binding upon any Borrower or any
of their respective property;
(b) Each of the Loan Agreement and the other Financing
Agreements, as amended by this Amendment No. 1, are the legal, valid
and binding obligation of Borrowers, enforceable against Borrowers
in accordance with its terms;
(c) The representations and warranties contained in the Loan
Agreement and the other Financing Agreements are true and accurate
as of the date hereof with the same force and effect as if such had
been made on and as of the date hereof, except that Crowley has
closed its Birmingham, Michigan store;
(d) Borrowers have performed all of their obligations under the
Loan Agreement and the Financing Agreements to be performed by them
on or before the date hereof and as of the date hereof, Borrowers
are in compliance with all applicable terms and provisions of the
Loan Agreement and each of the Financing Agreements to be observed
and performed by them and no event of default or other event which
upon notice or lapse of time or both would constitute an event of
default has occurred.
5. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
Amendment No. 1.
6. Continued Effectiveness. Except as specifically set forth
herein, the Loan Agreement and each of the Financing Agreements shall
continue in full force and effect according to its terms.
7. Costs and Expenses. Borrowers hereby agree that all
expenses incurred by Congress in connection with the preparation,
negotiation and closing of the transactions contemplated hereby, including
without limitation reasonable attorneys' fees and expenses, shall be part of
the "Obligations" (as defined in the Loan Agreement).
IN WITNESS WHEREOF, this Amendment No. 1 has been executed as of the
day and year first written above.
CROWLEY MILNER AND COMPANY
By: /S/ JOHN R. DALLACQUA
Its: Vice President-Finance
STEINBACH STORES, INC.
By: /S/ JOHN R. DALLACQUA
Its: Vice President-Finance
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: /S/ BRETT MOOK
Its: Vice President
