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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 (Date of earliest event reported): March 2, 1995
(February 28, 1995) -------------
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EAGLE-PICHER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 1-1499 31-0268670
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
580 Walnut St., 13th Floor, P.O. Box 779, Cincinnati, Ohio 45201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-721-7010
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(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On February 28, 1995, Eagle-Picher Industries, Inc. and seven of its
domestic subsidiaries filed a plan of reorganization in their chapter 11 cases.
These cases are pending before the United States Bankruptcy Court for the
Southern District of Ohio, Western Division, and have been consolidated for
procedural purposes as IN RE EAGLE-PICHER INDUSTRIES, INC., ET AL.,
Consolidated Case No. 1-91-00100. The plan of reorganization was proposed
jointly with the Injury Claimants' Committee and Legal Representative for
Future Claimants appointed by the Bankruptcy Court to represent certain
claimants in the chapter 11 cases. The basic elements of the plan of
reorganization are discussed in the News Release dated February 28, 1995, which
is attached hereto as Exhibit 20 and incorporated by reference into this Item
5.
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SIGNATURE
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.
EAGLE-PICHER INDUSTRIES, INC.
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(Registrant)
Date: March 2, 1995 By: /s/ David N. Hall
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David N. Hall
Senior Vice President-
Finance
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<TABLE>
EXHIBIT INDEX
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Exhibit Number Page
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20 5
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EXHIBIT 20
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NEWS RELEASE
Eagle-Picher Industries, Inc., Cincinnati, Ohio 45202
For Release: IMMEDIATELY
FOR ADDITIONAL INFORMATION CONTACT: J. RODMAN NALL
(513) 721-7010
EAGLE-PICHER FILES PLAN OF REORGANIZATION
Cincinnati, Ohio - February 28 - Eagle-Picher Industries today filed a
plan of reorganization (the Plan) with the United States Bankruptcy Court,
Southern District of Ohio, in Cincinnati. The Plan is being proposed jointly
with the Injury Claimants' Committee (ICC) and the Legal Representative for
Future Claimants (RFC). The ICC represents approximately 150,000 persons
alleging injury due to exposure to asbestos-containing products that
Eagle-Picher manufactured from 1934 to 1971. Future personal injury claimants
are represented by the RFC.
On January 7, 1991, Eagle-Picher and seven of its domestic
subsidiaries filed petitions for reorganization under chapter 11 of the U. S.
Bankruptcy Code. The filings were necessitated by the substantial costs of
asbestos personal injury litigation and not by any fundamental problems with
the Company's operations.
An independently administered trust (the PI Trust) will be established
pursuant to the Plan, and all present and future asbestos and lead personal
injury claims will be channeled to the PI Trust. The PI Trust will be
responsible for resolving and satisfying all such claims.
Priority claims and convenience claims (claims of unsecured creditors
which are, or are reduced to, $500 or less), will be paid in full and in cash
pursuant to the proposed Plan. All other prepetition unsecured creditors and
the PI Trust will receive pro-rata distributions of cash, debt securities, and
common stock of reorganized Eagle-Picher (as discussed below). These
distributions will be proportionate to their share of the aggregate amount of
allowed prepetition unsecured claims, the total amount of which is estimated by
the Company to be approximately $1.652 billion. Of this amount, $1.5 billion
(approximately 91 percent) represents, for purposes of the Plan, the liability
attributable to all claims being channeled to the PI Trust and the amount that
will be used to determine the PI Trust's pro-rata share. The remaining $152
million (approximately 9 percent) represents the presently anticipated allowed
amount of environmental and other prepetition unsecured claims, which amount is
subject to change.
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EAGLE-PICHER INDUSTRIES, INC. Page Two
Major elements of the proposed Plan are:
1) Pursuant to the Plan, the Company will distribute all
available cash except for $15 million required for operating purposes. The
Company estimates that, after paying an aggregate amount of approximately $9.5
million of priority claims, convenience claims, administrative expenses, and
certain secured claims, approximately $93 million will be available to be
distributed on a pro-rata basis to the PI Trust and to prepetition unsecured
creditors as set forth above.
2) The Company will issue the following debt securities, which
will bear interest at a rate that is determined on the effective date of the
Plan (Effective Date) as the rate such securities should bear in order to have
a market value of 100% of their principal amount on the Effective Date. These
debt securities will be issued on a pro-rata basis to the PI Trust and to
prepetition unsecured creditors as set forth above.
Approximately $56 million of tax refund notes, which will
mature on May 15 of the first fiscal year following the fiscal
year in which the Effective Date occurs. These notes are to
be redeemed as soon as practicable after the Company's receipt
of its federal income tax refunds, which are anticipated to
approximate the principal amount of the notes.
$50 million in three year divestiture notes, which will mature
on the third anniversary of the Effective Date. If divisions,
subsidiaries, plants or other significant assets are sold, at
such time as aggregate net proceeds thereof equal or exceed
$10 million, an equivalent amount of the divestiture notes
will be redeemed.
$250 million in sinking fund debentures which will mature on
the tenth anniversary of the Effective Date. The debentures
will have a mandatory sinking fund of $20 million per year on
each of the third through ninth anniversaries of the Effective
Date, and a final principal payment of $110 million due at
maturity.
3) Substantially all of the common stock of reorganized
Eagle-Picher, valued at approximately $250 million, will be issued on a
pro-rata basis to the PI Trust and to prepetition unsecured creditors as set
forth above.
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EAGLE-PICHER INDUSTRIES, INC. Page Three
4) Based upon the foregoing and the Company's present estimate of
allowed claims, the Company estimates that each holder of an allowed
prepetition unsecured claim that is not channeled to the PI Trust ultimately
will receive under the Plan consideration having a value equal to approximately
42.5% of its allowed claim.
5) Existing secured debt of the Company in the amount of
approximately $9 million will be restructured pursuant to the proposed Plan.
Such indebtedness will be paid in installment payments and will bear interest
at a market rate. In addition, an existing $10 million secured industrial
revenue bond financing will be reinstated pursuant to the proposed Plan.
6) All prepetition environmental liabilities to the federal
government and to certain states are addressed by the proposed Plan pursuant to
a proposed settlement that is expected to be finalized shortly with the United
States Environmental Protection Agency, the Department of Interior, and certain
states. Pursuant to the proposed settlement, the Company's liability at 23
specified Superfund sites and one site resolved with a state has been
liquidated and is to be treated as a pre-petition unsecured claim under the
Plan. Certain additional sites, for which insufficient information is
available to liquidate any liability, will be resolved in the future when such
information is known. Such liability will be paid at that time substantially
on the same basis as provided in the proposed Plan for all other prepetition
unsecured claims.
7) The proposed Plan also provides for, and its effectiveness is
conditioned on, the issuance of an order permanently prohibiting and enjoining
all holders of asbestos and lead personal injury claims from asserting or
pursuing such claims against the reorganized Company.
8) The proposed Plan does not provide for any distribution to
current stockholders of the Company; their shares will be canceled.
Implementation of the proposed Plan and the treatment of claims and
equity interests as provided therein is subject to confirmation of the Plan in
accordance with the provisions of the Bankruptcy Code. Parties in interest in
the chapter 11 case may object to confirmation of the proposed Plan.
The Company hopes that the proposed Plan will move through the
confirmation process on a timely basis. It is not possible to predict how long
this process will take, but the Company is hopeful that the Plan will become
effective before the end of 1995.
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