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) August 9, 2000
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 1-5452 15-0405700
(State or other jurisdiction (Commission File I.R.S. Employer
of incorporation) Number) Identification 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 2. Acquisition or Disposition of Assets
On August 9, 2000, Oneida Ltd., a New York corporation (the
"Registrant"), purchased all outstanding shares of stock of Delco
International, Ltd., a New York corporation ("Delco") pursuant to the Stock
Purchase Agreement, dated as of May 30, 2000, among the Registrant, Delco, and
Perry Delman, Robert Delman, Peter Kranes, Michael Sehlmeyer and Dennis Kanfer
(each, a "Stockholder"; collectively, the "Stockholders") (the "Stock Purchase
Agreement"), as amended on August 9, 2000. Copies of the Stock Purchase
Agreement and the Letter Agreement regarding amendments to the Stock
Purchase Agreement, dated as of August 9, 2000, among the Registrant, Delco and
the Stockholders (the "Amendment to Stock Purchase Agreement"), are attached
hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated
herein by reference.
The purchase price of approximately $59.4 million in cash paid by the
Registrant to the Stockholders pursuant to the Stock Purchase Agreement was
borrowed under the Registrant's existing Credit Agreement with several lenders
and The Chase Manhattan Bank as Administrative Agent. The purchase price
was arrived at through arm's length negotiations between the Registrant, Delco
and the Stockholders, and was determined after consideration of Delco's
audited financial statements and a review of Delco's assets and business.
The purchase price is subject to adjustment pursuant to the Stock Purchase
Agreement based on the net worth of Delco as of August 9, 2000. $8 million
of the purchase price was placed in escrow with The Chase Manhattan
Bank ("Chase") pursuant to an Escrow Agreement, dated as of May 30, 2000 among
the Registrant, Delco, the Stockholders and Chase (the "Escrow Agreement"), as
amended on August 9, 2000. Copies of the Escrow Agreement and the Amendment
to Escrow Agreement dated as of August 9, 2000, among the Registrant,
Delco, the Stockholders and Chase are attached hereto as Exhibits 2.3 and 2.4,
respectively, and are incorporated herein by reference.
No prior relationship existed between Delco or the Stockholders, on the
one hand, and the Registrant and its respective affiliates, directors or
officers, on the other hand.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The Financial Statements required by this Item are
not included with this Form 8-K, but shall be filed as an
amendment to this Form 8-K within 60
days following the date of this Report.
(b) Pro Forma Financial Information
The Pro Forma Financial Information required by
this Item are not included with this Form 8-K, but shall be filed
as an amendment to this Form 8-K within 60 days following the
date of this Report.
(c) Exhibits
2.1 Stock Purchase Agreement, dated as of May 30, 2000, among
Oneida Ltd., Delco International Ltd., Perry Delman, Robert
Delman, Peter Kranes, Michael Sehlmeyer and Dennis Kanfer.
2.2 Amendment to Stock Purchase Agreement, dated as of August 9,
2000, among Oneida Ltd., Delco International Ltd., Perry
Delman, Robert Delman, Peter Kranes, Michael Sehlmeyer and
Dennis Kanfer.
2.3 Escrow Agreement, dated as of May 30, 2000, among Oneida
Ltd., Delco International Ltd., Perry Delman, Robert
Delman, Peter Kranes, Michael Sehlmeyer, Dennis Kanfer
and the Chase Manhattan Bank, N.A.
2.4 Amendment to Escrow Agreement, dated as of August 9, 2000,
among Oneida Ltd., Delco International Ltd., Perry Delman,
Robert Delman, Peter Kranes, Michael Sehlmeyer, Dennis Kanfer
and the Chase Manhattan Bank, N.A.
99.1 Press Release of the Registrant, dated May 30, 2000.
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.
Dated: August 24, 2000 By: /s/ CATHERINE H. SUTTMEIER
Catherine H. Suttmeier Corporate
Vice President, Secretary
and General Counsel
