UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number 1-542
GROSSMAN'S INC.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 38-0524830
________________________________________ __________________________
(State or other jurisdiction of (I.R.S. Employer
in corporation or organization) Identification No.)
200 Union Street
Braintree, Massachusetts 02184
________________________________________ __________________________
(Address of principal executive offices) (Zip Code)
(617) 848-0100
___________________________________________________________________________
(Registrant's telephone number, including area code)
Not applicable
___________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock - $.01 Par Value - 25,759,696 shares as of May 2, 1994, exclusive
of 377,671 shares held as treasury shares.
This amendment files Exhibit 4(o)-1.
SIGNATURES
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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.
GROSSMAN'S INC.
---------------
Company
by /s/ Steven L. Shapiro
------------------------------
Steven L. Shapiro
Controller
(Principal Financial Officer)
DATE: May 25, 1994
Exhibit 4(o)-1
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Waiver and First Amendment, dated as of March 15, 1994, to the Loan and Security
Agreement, dated as of December 15, 1993, between BankAmerica Business Credit,
Inc. and Grossman's Inc.
EXECUTION COPY
WAIVER AND FIRST AMENDMENT, dated as of March 15, 1994 (this
"Amendment"), to the Loan and Security Agreement, dated as of
December 15, 1993 (the "Loan Agreement"), between BankAmerica
Business Credit, Inc. (the "Lender") and Grossman's Inc. (the
"Borrower").
W I T N E S S E T H :
WHEREAS, the Lender and the Borrower are parties to the Loan
Agreement;
WHEREAS, the Borrower has requested that the Lender waive (i)
the provisions of Section 9.10 of the Loan Agreement to the extent
necessary to permit the Borrower to make a prepayment of principal
in an amount not to exceed $1,500,000 on certain Debt of the
Borrower to Chemical Bank and (ii) Section 9.14 of the Loan
Agreement to the extent necessary to permit the Borrower to grant
a Lien to Chemical Bank on the Borrower's right, title and interest
in, to and under a Purchase and Sale Agreement relating to the sale
by the Borrower of its store in Hanover, Massachusetts; and
WHEREAS, the Lender is willing to grant such waivers but only
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein have the respective meanings ascribed
thereto in the Loan Agreement.
2. Waiver of Section 9.10 (Prepayment). The Lender hereby
waives the provisions of Section 9.10 of the Loan Agreement to the
extent necessary to permit the Borrower to make a prepayment in an
aggregate principal amount not to exceed $1,500,000 of all or a
portion of the Debt described as a "Chemical Mortgage" on Schedule
9.9 of the Loan Agreement concurrently with the execution and
delivery of certain amendments to the documentation relating to
such Debt, which execution and delivery are expected to occur not
later than April 30, 1994.
3. Waiver of Section 9.14 (Liens). The Lender hereby waives
the provisions of Section 9.14 of the Loan Agreement to the extent
necessary to permit the Borrower to grant a Lien to Chemical Bank
on the Borrower's right, title and interest in, to and under a
Purchase and Sale Agreement relating to the sale by the Borrower of
its store in Hanover, Massachusetts, as additional collateral
security for the Debt referred to in the first two items listed on
Schedule 9.9 of the Loan Agreement.
4. Amendment of Section 1.1 (Defined Terms). Section 1.1 of
the Loan Agreement is hereby amended by deleting from the
definition of "Restricted Investment" contained therein paragraphs
(g) and (h) of such definition and substituting therefor the
following:
"(g) investments as of the date hereof by the Borrower in
any of its Subsidiaries existing on the date hereof and
additional investments therein not to exceed $7,500,000 in the
aggregate; provided that after giving effect to any additional
investment under this paragraph (g), Availability (less the
aggregate amount of all payables owing by the Borrower which
are more than thirty (30) days overdue at the time of
calculation) is not less than $5,000,000;
"(h) investments as of the date hereof by the Borrower in
Construcento De America, S.A De C.V., a Mexican corporation,
and additional investments therein not to exceed $5,000,000 in
the aggregate; provided that (i) the Borrower shall give the
Lender written notice of any such additional investment and
(ii) after giving effect to any additional investment under
this paragraph (h), Availability (less the aggregate amount of
all payables owing by the Borrower which are more than thirty
(30) days overdue at the time of calculation) is not less than
$5,000,000;"
5. Amendment of Section 9.10 (Prepayment). Section 9.10 of
the Loan Agreement is hereby amended by deleting clause (v) thereof
in its entirety and substituting therefor the following:
"(v) so long as (1) there shall exist no Event of Default
either immediately before or after giving effect thereto, (2)
for each day of the 60 day period immediately preceding such
repayment, repurchase or prepayment, as the case may be,
Availability was not less than $10,000,000, (3) for the 120
day period immediately preceding such repayment, repurchase or
prepayment, as the case may be, the average Availability
during such period was not less than $10,000,000 and (4)
immediately after giving effect to such repayment, repurchase
or prepayment, as the case may be, Availability (less the
aggregate amount of all payables owing by the Borrower which
are more than thirty (30) days overdue on such date) shall not
be less than $10,000,000, the repayment or repurchase before
scheduled maturity of the Borrower's 14% debentures due
January 1, 1996 with proceeds from sales permitted under
Sections 9.5(ii) and (iii) and the voluntary prepayment of
unsubordinated Debt (other than the aforementioned
debentures), including, without limitation, Capital Leases."
6. Amendment of Section 9.18 (Capital Expenditures).
Section 9.18 of the Loan Agreement is hereby amended by deleting
therefrom the first sentence of the penultimate paragraph thereof
and substituting therefor the following:
"The Lender further agrees that on and after such time as
the Net Cash Proceeds received by the Borrower with respect to
sales permitted under Section 9.5(ii) and (iii) which occur
after the date hereof shall exceed an amount equal to (x)
$21,000,000 minus (y) the aggregate amount of prepayments made
after the date hereof in accordance with Section 9.10, the
Capital Expenditure limitations set forth in the above
schedule shall be increased in total by 50% of such excess."
7. Representations and Warranties. To induce the Lender to
enter into this Amendment, the Borrower hereby represents and
warrants to the Lender as follows, with the same effect as if such
representations and warranties were set forth in the Loan
Agreement:
(a) The Borrower has the corporate power and authority
to enter into this Amendment and has taken all corporate
action required to authorize its execution and delivery of
this Amendment and its performance of the Loan Agreement, as
amended hereby (as so amended, the "Amended Agreement"). This
Amendment has been duly executed and delivered by the Borrower
and the Amended Agreement constitutes the valid and binding
obligation of the Borrower, enforceable against the Borrower
in accordance with its terms. The execution, delivery, and
performance of this Amendment and the Amended Agreement by the
Borrower will not violate its certificate of incorporation or
by-laws or any agreement or legal requirement binding on the
Borrower.
(b) On the date hereof and after giving effect to the
terms of this Amendment, (i) the Loan Agreement and the other
Loan Documents are in full force and effect and constitute the
Borrower's binding obligations, enforceable against the
Borrower in accordance with their respective terms; (ii) no
Default or Event of Default has occurred and is continuing;
and (iii) the Borrower does not have any defense to or setoff,
counterclaim or claim against payment of the Obligations and
enforcement of the Loan Documents based upon a fact or
circumstance existing or occurring on or prior to the date
hereof.
7. Entire Agreement. This Amendment constitutes the entire
agreement between the parties hereto as to the subject matter
hereof and supersedes any previous agreement (including, without
limitation, a letter dated the date hereof from the Lender to the
Borrower concerning the matters referred to in Sections 2 and 3
hereof), oral or written, as to such subject matter.
8. Effectiveness. This Amendment shall be effective as of
the date first written above upon receipt by the Lender of a
counterpart hereof duly executed by the Borrower.
9. Limited Effect. This Amendment shall be limited solely
to the matters expressly set forth herein and shall not (a)
constitute a waiver or amendment of any other term or condition of
the Loan Agreement or of any instrument or agreement referred to
therein or (b) prejudice any right or rights which the Lender may
now have or may have in the future under or in connection with the
Loan Agreement or any instrument or agreement referred to therein.
Except as expressly amended and waived hereby, all of the covenants
and provisions of the Loan Agreement are and shall continue to be
in full force and effect.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK.
11. Counterparts. This Amendment may be executed by the
parties hereto in any number of separate counterparts, each of
which shall be an original, and all of which taken together shall
be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
BANKAMERICA BUSINESS CREDIT, INC.
By: /s/ Ira A. Mermelstein
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Name: Ira A. Mermelstein
Title: Vice President
GROSSMAN'S INC.
By: /s/ Arthur S. Ryan
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Name: Arthur S. Ryan
Title: Vice President - Assistant Treasurer
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