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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) October 28, 1998
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 1-5452 15-0405700
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
163-181 KENWOOD AVENUE, ONEIDA NEW YORK 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 361-3000
Former name or former address, if changed since last report N/A
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ITEM 5. OTHER EVENTS
Description of Securities.
Common Stock, par value $1.00 per share (the "Common Stock")
Dividend Rights. Subject to the prior rights of the holders of the Registrant's
6% Cumulative Preferred Stock, par value $25 per share (the "Preferred Stock")
to receive cumulative dividends at the rate of 6% of par value per annum,
payable quarterly on the 30th day of each March, June, September and December in
each year, and subject further to the restrictions referred to below, holders of
the Common Stock are entitled to receive dividends at the discretion of the
Board of Directors out of funds legally available therefor.
The Note Agreements pursuant to which the Registrant's 7.49% and 8.52% Senior
Notes were issued provide in effect that the Registrant will not (1) declare or
pay any dividends, either in cash or Property, on any shares of its capital
stock of any class (except dividends or other distributions payable solely in
shares of capital stock of the Registrant), or (2) directly or indirectly, or
through any subsidiary, purchase, redeem or retire any shares of its capital
stock or any class or any warrants, rights or options to purchase or acquire any
shares of its capital stock (other than in exchange for the same or similar
securities or out of the net cash proceeds from the issuance or sale of other
shares of capital stock of the Registrant), or (3) make any other payment or
distribution, either directly or indirectly or through any subsidiary, in
respect of its capital stock, if after giving effect thereto, the aggregate
amount of all Restricted Payments made during the period from and after January
28, 1996, to and including the date of the Restricted Payment in question would
exceed the sum of:
(a) $12,500,000, plus
(b) 75% (or minus 100% in the case of a deficit) of Consolidated
Adjusted Net Income for such period (computed on a cumulative basis for the
entire period from January 28, 1996).
On the basis of the Registrant's August 1, 1998 closing figures, this
requirement of the Note Agreements had the effect of limiting to $30,666,000
the amount which can be used by the Registrant for the declaration of restricted
dividends, and for the making of restricted payments and investments after
August 1, 1998.
The Note Agreements also provide that the Registrant will not declare any
dividend which constitutes a Restricted Payment payable more than 60 days after
its date of declaration.
The Note Agreement pursuant to which the Registrant's Revolving Credit Agreement
was issued provides in effect that neither the Registrant nor any Restricted
Subsidiary will declare, make, pay or incur liability for any Restricted
Dividend other than (i) a Restricted Dividend paid to the Registrant by a
Restricted Subsidiary, and (ii) Restricted Dividends which do not exceed the sum
of $8,000,000 plus 50% of Consolidated Adjusted Net Income accumulated
subsequent to January 28, 1996.
On the basis of the Registrant's August 1, 1998 closing figures, this
requirement of the Note Agreements had the effect of limiting to $15,991,000 the
amount which can be used by the Registrant for the declaration of Restricted
Dividends after August 1, 1998.
Voting Rights. Each holder of Common Stock is entitled to one vote for each
share of Common Stock outstanding in his or her name on the books of the
Company.
Liquidation Rights. Subject to the prior rights of the holders of the Preferred
Stock upon any distribution of capital assets to receive an amount equal to the
par value of each share of Preferred Stock held plus an amount equal to all
unpaid accumulated dividends thereon, holders of the Common Stock are entitled
to receive any and all assets remaining to be distributed after distribution to
holders of the Preferred Stock.
Pre-emptive Rights. The Common Stock has such pre-emptive rights as are
provided by the laws of the State of New York.
Conversion Rights. None.
Redemption Provisions. None.
Sinking Fund Provisions. None.
Liability to Further Calls or to Assignment by the Registrant. None.
Restriction on the Purchase of the Shares. There is no restriction on the
purchase or redemption of shares of the Common Stock by reason of the existence
of any arrearage in the payment of dividends or sinking fund installments.
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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.
ONEIDA LTD.
/s/ CATHERINE H. SUTTMEIER
Catherine H. Suttmeier
Vice President, Secretary and
General Counsel
Dated: October 28, 1998
