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 October 22, 1998
REEBOK INTERNATIONAL LTD.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts 1-9340 04-2678061
_______________________________________________________________
State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
100 Technology Center Drive, Stoughton, MA 02072
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (781) 401-5000
_________________________________________________________________
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
Amendment to Loan Agreements
Effective as of September 30, 1998, the Company amended its
Amended and Restated Credit and Guarantee Agreement and its
Participation Agreement to relax the debt coverage ratio
covenants in such agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The exhibits which are filed with this report are set forth
in the Exhibit Index which appears on page 4.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly
authorized.
REEBOK INTERNATIONAL LTD.
(Registrant)
By: /s/ KENNETH WATCHMAKER
Kenneth Watchmaker
Executive Vice President
and Chief Financial Officer
DATED: October 22, 1998
<PAGE>
EXHIBIT INDEX
Exhibits
1. Amendment No. 2 to the Amended and Restated Credit and
Guarantee Agreement, dated as of September 30, 1998.
2. First Amendment to Participation Agreement, dated as of
September 30, 1998.
EXHIBIT 1
Amendment No. 2 to the
AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT
This Amendment No. 2 (the "Amendment") to the Amended and
Restated Credit and Guarantee Agreement dated July 1, 1997 (as
amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") is made as of the 30th day of September,
1998, among:
(a) Reebok International Ltd., a Massachusetts corporation
(the "Company");
(b) Reebok International Limited, a United Kingdom
corporation ("Reebok-UK"); together with the Company, the
"Borrowers");
(c) The several banks and other financial institutions from
time to time parties to the Credit Agreement (the "Lenders");
(d) Each of the parties to the Credit Agreement designated
as the Co-Agents");
(e) Citibank, N.A., as documentation agent (in such
capacity, the "Documentation Agent") for the Lenders hereunder;
and
(f) Credit Suisse First Boston, a Swiss banking
corporation, as Administrative Agent (in such capacity, the
"Administrative Agent") for the Lenders hereunder.
The parties listed in items (a) through and including (f) are
collectively referred to as "Credit Agreement Parties"). Terms
having initial capital letters not otherwise defined herein shall
have the meanings given those terms in the Credit Agreement.
RECITALS
A. The Credit Agreement Parties are all parties to the
Credit Agreement.
B. The Company has requested that the Lenders amend certain
terms in the Credit Agreement in the manner provided for herein.
C. Each of the other Credit Agreement Parties agrees to the
Company's requested amendment.
The parties agree as follows:
1. Amendments of Subsection 1.1. Subsection 1.1 of the
Credit Agreement is hereby amended as follows:
a. by amending the definition of the term "EBITDA" by
inserting immediately before the period at the end thereof the
following:
"; PROVIDED that there shall also be restored to
Consolidated Net Income or Consolidated Net Loss for the fiscal
quarter ending on or about March 31, 1998 and for each
consecutive fiscal quarter thereafter through the fiscal quarter
ending on or about December 31, 1999 the amount of any non-
recurring charges (not to exceed $10,000,000 for each such fiscal
quarter) attributable to the re-engineering, start-up and
consolidation of the European operations of the Company and its
Subsidiaries and the implementation of global enterprise
software."
b. by amending and restating the definition of the term
"Responsible Officer" to read in its entirety as follows:
"the chief executive officer, the president, any executive
vice president, the chief financial officer, the treasurer, the
Assistant Treasurer and the Manager of treasury services of the
Company, PROVIDED that (a) the Assistant Treasurer or the Manager
of treasury services shall be a Responsible Officer solely for
purposes of signing Notices of Borrowing for the Company and
Reebok-UK and (b) the Treasury Manager of Reebok-UK shall be a
Responsible Officer solely for purposes of signing Notices of
Borrowing for Reebok-UK."
2. Amendment of Subsection 5.3. Subsection 5.3 of the
Credit Agreement is hereby amended by deleting said subsection
5.3 in its entirety and by substituting therefor the following:
"5.3 Optional Prepayments. Each Borrower may at any time
and from time to time prepay the Loans owing by it, in whole or
in part, without premium or penalty, upon at least three Business
Days' (or, in the case of prepayments of ABR Loans, one Business
Day's) irrevocable notice to the Administrative Agent (which
notice must be received by the Administrative Agent prior to
10:00 A.M., New York City time, on the date upon which such
notice is due), specifying the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans, ABR Loans or a
combination thereof, and, if of a combination thereof, the amount
allocable to each. Upon receipt of any such notice the
Administrative Agent shall promptly notify each affected Lender
thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection
5.14 and, except in the case of prepayments of Revolving Credit
Loans which are ABR Loans, accrued interest to such date on the
amount prepaid. Partial prepayments of the Domestic Term Loans
and the UK Term Loans shall be applied to the remaining
installments thereof, at the option of the Company, either (a)
ratably or (b) in inverse order of the maturity; PROVIDED that,
with respect to prepayments which are made prior to December 31,
1998, the Company may (at its option) apply any such prepayment
to the unpaid principal amount of the installment due on such
date. Amounts prepaid on account of the Domestic Term Loans and
the UK Term Loans may not be reborrowed. Partial prepayments
shall be in an aggregate principal amount of $10,000,000 or a
whole multiple of $1,000,000 in excess thereof."
3. Amendment of Subsection 9.1. Clause (a) of Section 9.1
of the Credit Agreement is hereby amended by deleting the table
of "Test Period(s)" and "Ratio(s)" contained therein and by
substituting therefor the following:
"Test Period Ratio
__________ _____
Closing Date - 09/30/97 3.75 to 1.0
10/01/97 - 12/30/97 3.50 to 1.0
12/31/97 - 03-31/98 3.40 to 1.0
04/01/98 - 06/30/98 3.25 to 1.0
07/01/98 - 12/31/99 3.50 to 1.0
01/01/00 - 03/31/00 3.25 to 1.0
04/01/00 - thereafter 3.00 to 1.0"
4. Conditions to Effectiveness. This Amendment shall
become effective as of September 30, 1998 upon receipt by the
Administrative Agent of counterparts hereof, executed and
delivered by a duly authorized officer of the Borrowers and the
Majority Lenders.
5. Representations and Warranties. The Company hereby
confirms, reaffirms and restates the representations and
warranties set forth in Section 6 of the Credit Agreement;
PROVIDED that each reference to the Credit Agreement therein
shall be deemed to be a reference to the Credit Agreement after
giving effect to this Amendment. The Company represents and
warrants that no Default or Event of Default has occurred and is
continuing.
6. Continuing Effect of Credit Agreement. This Amendment
shall not constitute a waiver or amendment of any other provision
of the Credit Agreement not expressly referred to herein and
shall not be construed as a waiver or consent to any further or
future action on the part of either Borrower that would require a
waiver or consent of the Administrative Agent or the Lenders.
Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
7. Counterparts. This Amendment may be executed by the
parties hereto in any number of counterparts, and all of such
counterparts taken together shall be deemed to constitute one and
the same instrument.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first written
above.
REEBOK INTERNATIONAL LTD.
/s/ LEO S. VANNONI
Treasurer
REEBOK INTERNATIONAL LIMITED
By: /s/ LEO S. VANNONI
CREDIT SUISSE FIRST BOSTON, as
Administrative Agent
By: /s/
CITIBANK, N.A., as Documentation Agent
and as Lender
By: /s/
CREDIT SUISSE FIRST BOSTON, as a Lender
By: /s/
By: /s/
ABN AMRO BANK N.V.
By: ABN AMRO North America, Inc., as
its Agent
By: /s/
BANK OF MONTREAL, as a Co-Agent and as
a Lender
By: /s/
CREDIT LYONNAIS NEW YORK BRANCH,
as a Co-Agent and as a Lender
By: /s/
FLEET NATIONAL BANK, as a Co-Agent and
as a Lender
By: /s/
THE SANWA BANK LIMITED, New York
Branch, as Co-Agent and as a Lender
of Domestic Term Loans and Revolving
Credit Loans
By: /s/
THE SANWA BANK LIMITED, London
Branch, as Co-Agent and as a
Lender of UK Term Loans
By: /s/
FIRST NATIONAL BANK OF CHICAGO
By: /s/
FIRST UNION CAPITAL MARKETS
By: /s/
THE FUJI BANK LIMITED, NEW YORK
BRANCH, as a Lender of Domestic Term
Loans and Revolving Credit Loans
By: /s/
THE FUJI BANK, LIMITED, LONDON BRANCH
By: /s/
INSTITUTO BANCARIO SAN PAOLO DI
TORINO S.p.A., as a Lender
By: /s/
By: /s/
MARINE MIDLAND BANK
By: /s/
SOCIETE GENERALE
By: /s/
STANDARD CHARTERED BANK
By: /s/
By: /s/
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH
By: /s/
RZB FINANCE LLC
By: /s/
EXHIBIT 2
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this
"Amendment"), dated as of September 30, 1998, is by and among
REEBOK INTERNATIONAL, LTD., as lessee and as guarantor (the
"Lessee"), CREDIT SUISSE LEASING 92A, L.P., as lessor (the
"Lessor"), the Persons named on Schedule I to the hereafter
defined Participation Agreement, as lenders (the "Lenders"),
CREDIT SUISSE FIRST BOSTON, as administrative agent
("Administrative Agent"), FLEET NATIONAL BANK, as documentation
agent ("Documentation Agent") and WACHOVIA BANK, N.A., as
syndication agent ("Syndication Agent"). Capitalized terms used
herein and not otherwise defined shall have the meaning assigned
such term in the Participation Agreement (as defined below).
RECITALS
A. The Lessor, the Lessee, the Lenders, the Administrative
Agent, the Documentation Agent, the Syndication Agent and Credit
Suisse First Boston, as arranger, are parties to that certain
Participation Agreement, dated as of March 27, 1998 (as amended,
restated, supplemented or otherwise modified from time to time,
the "Participation Agreement"); and
B. The parties desire to amend the Participation Agreement
on the terms and conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto agree
as follows:
1. Amendment to the Participation Agreement. (a) Section
5.18(a) of the Participation Agreement is hereby amended
effective as of the date hereof by deleting such section in its
entirety and inserting the following in substitution therefor:
"(A) Indebtedness to EBITDA. Permit the ratio of (i) total
Indebtedness of Lessee and its Subsidiaries on a consolidated
basis at any date during a period set forth below to (ii) EBITDA
of Lessee and its Subsidiaries on a consolidated basis for the
period of four consecutive fiscal quarters most recently ended
prior to such date for which Lessee has delivered the financial
statements contemplated by Section 5.10(a) or (b), as the case
may be, to be greater than the ratio set forth below opposite the
"Test Period" during which such date occurs:
Test Period Ratio
_________ _____
12/31/97 - 03/31/98 3.40 to 1.0
04/01/98 - 06/30/98 3.25 to 1.0
07/01/98 - 12/31/99 3.50 to 1.0
01/01/00 - 03/31/00 3.25 to 1.0
04/01/00 - thereafter 3.00 to 1.0"
(b) Appendix I of the Participation Agreement is hereby
amended effective as of the date hereof by deleting the defined
term "EBITDA" in its entirety and inserting the following in
substitution therefor:
"EBITDA" means for any fiscal period, the Consolidated Net
Income or Consolidated Net Loss, as the case may be, for such
fiscal period, after restoring thereto amounts deducted to (a)
extraordinary losses (or deducting therefrom any amounts included
therein on account of extraordinary gains) and special charges,
(b) depreciation and amortization (including write-offs or
write-downs of amortizable and depreciable items), (c) the amount
of interest expense of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP, for
such period on the aggregate principal amount of their
consolidated Indebtedness, (d) the amount of tax expense of the
Company and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, for such period and (e) minority
interests; provided that there shall be restored to Consolidated
Net Income or Consolidated Net Loss for the fiscal quarter ending
on or about March 31, 1998 and for each consecutive fiscal
quarter thereafter though the fiscal quarter ending on or about
December 31, 1999 the amount of any non-recurring charges (not to
exceed $10,000,000 for each such fiscal quarter) attributable to
the re-engineering, start-up and consolidation of European
operations of the Company and its Subsidiaries and the
implementation of global enterprise software."
(c) Appendix I of the Participation Agreement is hereby
further amended effective as of the date hereof by deleting the
defined term "Responsible Officer" in its entirety and inserting
the following in substitution therefor:
"Responsible Officer" means (i) the chief executive officer,
president, executive vice president or the chief operating
officer of the Company, or (ii) with respect to financial
matters, the chief financial officer or the treasurer, or (iii)
solely for purposes of signing Advance Requests, the Assistant
Treasurer or the manager of treasury services of the Company."
2. Except as specifically amended above, the Participation
Agreement and each of the Schedules, Exhibits and Appendices
thereto shall each remain in full force and effect, and the
Participation Agreement and each of the Schedules, Exhibits and
Appendices thereto, as amended by this Amendment, are each hereby
ratified and confirmed in all respects. Without limitation of
the foregoing, (a) the Lessee hereby confirms, reaffirms and
restates the representations and warranties of Lessee set forth
in Section 4.1 of the Participation Agreement, provided that each
reference to the Participation Agreement therein shall be deemed
to be a reference to the Participation Agreement as herein
amended, and (b) the Lessee further represents and warrants that
non Default or Event of Default has occurred and is continuing.
3. This Amendment shall become effective as of September
30, 1998 upon the receipt by the Administrative Agent of a duly
executed counterpart hereto from each of the Lessee, the Lessor
and each of the Participants. Upon the effectiveness of this
Amendment, each reference in (i) the Participation Agreement to
"this Agreement," "hereunder," "hereof," or words of similar
import and (ii) any other Operative Agreement to "the
Participation Agreement" shall, in each case, mean and be a
reference to the Participation Agreement as amended hereby.
4. Section hearings in this Amendment are included herein
for convenience of reference only and shall not constitute a part
of this amendment for any other purpose.
5. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and
separately constitute one agreement.
6. GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED IN
ACCORDANCE WITH, AND SHALL IN ALL RESPECT BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE,
EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
IN WITNESS WHEREOF, each party hereto has caused this
Amendment to be duly executed and delivered by its proper and
duly authorized officer as of the date first written above.
REEBOK INTERNATIONAL LTD., as Lessee,
Guarantor and Construction Agent
By: /s/Leo S. Vannoni
CREDIT SUISSE FIRST BOSTON, as Administrative
Agent and as a Lender
By: /s/
By: /s/
CREDIT SUISSE LEASING 92A, L.P., as Lessor
By: /s/
By: /s/
FLEET NATIONAL BANK, as Documentation Agent
and as a Lender
By: /s/
WACHOVIA BANK, N.A., as Syndication Agent and
as a Lender
By: /s/
ABN AMRO BANK N.V., as a Lender
By: /s/
By: /s/
BANCA COMMERCIALE ITALIANA, as a Lender
By: /s/
By: /s/
BANQUE NATIONAL DE PARIS, as a Lender
By: /s/
By: /s/
CITICORP USA, as a Lender
By: /s/
By: /s/
