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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) April 16, 1999
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METAL MANAGEMENT, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-14836 94-2835068
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(Commission File Number) (I.R.S. Employer Identification No.)
500 N. Dearborn Street, Suite 405, Chicago, IL 60610
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(Address of Principal Executive Offices) (Zip Code)
(312) 645-0700
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
As of April 14, 1999, Metal Management, Inc. (the "Company")
and the lenders under its senior credit facility (the "Senior Credit
Facility") entered into an amendment (the "Amendment") to the Senior
Credit Facility. Among other things, the Amendment (i) eliminated a
contractual restriction on the Company's ability to make the May 15,
1999 interest payment on its 10% Senior Subordinated Notes due 2008
(the "Senior Subordinated Notes") if it did not satisfy certain undrawn
availability tests under the Senior Credit Facility for the 30-day
period ending May 15, 1999, (ii) amended such contractual restriction
as to the Company's ability to make subsequent interest payments on the
Senior Subordinated Notes and (iii) imposed an additional undrawn
availability requirement relating to the period from May 25, 1999
through June 7, 1999. The full text of the Amendment is attached to
this Current Report on Form 8-K as Exhibit 10.1.
Pursuant to a previous amendment to the Senior Credit Facility
(the "Previous Amendment"), which is described in, and filed as an
exhibit to, the Company's Current Report on Form 8-K filed with the
Commission on January 29, 1999, the Company was contractually
restricted from making interest payments (the "Interest Payment
Restriction") on its Senior Subordinated Notes unless there existed
undrawn availability under the Senior Credit Facility of not less than
$20 million plus the amount of such interest payment during the 30-day
period ending on the date on which such interest payment is made. The
Amendment amends the Senior Credit Facility to, among other things,
remove the Interest Payment Restriction as to the May 15, 1999 interest
payment and amend the Interest Payment Restriction as to subsequent
interest payment dates (beginning with respect to the November 15, 1999
interest payment) under the Senior Subordinated Notes to require, as a
condition precedent to making such interest payment, undrawn
availability of not less than $12 million plus the amount of such
interest payment during the 30-day period ending on the date on which
such interest payment is made. Pursuant to the Amendment, the Company
also covenants to maintain, on average for the business days during the
period commencing May 25, 1999 through June 7, 1999, undrawn
availability of at least $12 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Form of Amendment No. 5 to Credit Agreement.
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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.
METAL MANAGEMENT, INC.
Dated: April 16, 1999 By: /s/ DAVID A. CARPENTER
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David A. Carpenter
Vice President, General Counsel
and Secretary
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EXHIBIT 10.1
AMENDMENT NO. 5
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT ("AMENDMENT") is dated as of
April 14, 1998, by and among METAL MANAGEMENT, INC., a Delaware corporation
("MTLM"), each of the corporations and other entities set forth on ANNEX 1
hereto (MTLM and each of such corporations and other entities sometimes
hereinafter are referred to individually as a "BORROWER" and collectively as
"BORROWERS"); MTLM, acting in its capacity as funds administrator for itself and
the other Borrowers (in such capacity, the "FUNDS ADMINISTRATOR"); BT COMMERCIAL
CORPORATION, a Delaware corporation (in its individual capacity, hereinafter
referred to as "BTCC") and the other financial institutions signatories hereto
as lenders (BTCC and each of such other financial institutions hereinafter are
referred to individually as a "LENDER" and collectively as "LENDERS"); and BTCC,
acting in its capacity as agent (in such capacity, hereinafter referred to as
the "AGENT") for itself and the other Lenders. Capitalized terms used herein but
not otherwise defined herein shall have the respective meanings assigned to such
terms in the Credit Agreement.
WITNESSETH:
WHEREAS, the Borrowers, the Funds Administrator, the Agent and the
Lenders have entered into that certain Credit Agreement dated as of March 31,
1998, as amended (the "CREDIT AGREEMENT"), pursuant to which the Lenders have
agreed to make certain loans and other financial accommodations to or for the
account of the Borrowers;
WHEREAS, the respective Borrowers have requested that the Agent and the
Lenders further amend the Credit Agreement; and
WHEREAS, the Agent and the Lenders have agreed to further amend the
Credit Agreement on the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
respective parties hereto hereby agree as follows:
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1. AMENDMENT TO CREDIT AGREEMENT. Effective as of the date hereof,
upon satisfaction of the conditions precedent set forth in SECTION 2 below, and
in reliance upon the representations and warranties of the respective Borrowers
and the Funds Administrator set forth herein, the Credit Agreement is hereby
amended as follows:
1.1 The Credit Agreement is hereby amended by deleting therefrom
SECTION 8.2 in its entirety and substituting therefor the following language:
8.2 CAPITAL EXPENDITURES.
The Borrowers shall not permit Capital Expenditures for the
Consolidated Entity to exceed (A) $21,000,000 for the fiscal year
ending March 31, 1999 and (B) for the fiscal year ending March 31, 2000
and each fiscal year thereafter, Consolidated Revenues for such fiscal
year MULTIPLIED BY two percent (2.00%); PROVIDED, that, notwithstanding
the foregoing, Borrowers' compliance with this SECTION 8.2 shall be
determined without giving effect to (I) any Capital Expenditure
(including operating lease buyouts) made during the month of April,
1998, with the proceeds of Indebtedness evidenced by the Credit
Documents or the Subordinated Notes and (II) any Capital Expenditure
made after the Closing Date with Equity Offering Proceeds constituting
Unallocated Equity Proceeds at the time such Capital Expenditure was
made; PROVIDED, FURTHER, that, concurrently with the making of any
Capital Expenditure with Unallocated Equity Offering Proceeds, the
Funds Administrator shall have delivered to the Agent an Equity
Offering Proceeds Allocation Certificate with respect thereto.
1.2 SECTION 8.7 of the Credit Agreement is hereby amended by deleting
therefrom SUBCLAUSE (V)(2) in its entirety and substituting therefor the
following language:
(2) commencing with the payment due and payable November 15,
1999 and for each interest payment thereafter, during the thirty (30)
day period ending on the date on which such interest payment is made,
there shall have been, on average, unused availability under the
Borrowing Base of no less than the sum of (X) the amount of such
interest payment and (Y) $12,000,000; and
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1.3 The Credit Agreement is hereby amended by inserting the following
language after SECTION 8.12:
8.13 BORROWING BASE AVAILABILITY.
The Borrowers shall not permit availability under the
Borrowing Base, on average for the Business Days during the period commencing
May 25, 1999 through June 7, 1999, to be less than $12,000,000.
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date hereof, upon satisfaction of each of the following conditions:
(A) the Agent shall have received six (6) copies of this
Amendment, duly executed by the Majority Lenders, each of the Borrowers
and the Funds Administrator; and
(B) the Agent shall have received in immediately available
funds for the ratable account of the Lenders a fee in the amount of
$250,000.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
3.1 Each of the Borrowers and the Funds Administrator hereby
represents and warrants to the Agent and each of the Lenders that,
after giving effect to this Amendment:
(A) All representations and warranties contained in
the Credit Agreement and the other Credit Documents are true
and correct in all material respects on and as of the date of
this Amendment, in each case as if then made, other than
representations and warranties that expressly relate solely to
an earlier date (in which case such representations and
warranties remain true and accurate on and as of such earlier
date);
(B) No Default or Event of Default has occurred which
is continuing;
(C) This Amendment, and the Credit Agreement, as
amended hereby, constitute legal, valid and binding
obligations of the Borrowers and the Funds Administrator,
respectively, and are enforceable against each of the
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Borrowers and the Funds Administrator in accordance with their
respective terms; and
(D) The execution and delivery by the Borrowers and
the Funds Administrator of this Amendment does not require the
consent or approval of any Person, except such consents and
approvals as have been obtained.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
4.1 Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference in each of the
other Credit Documents to the "Credit Agreement" shall in each case
mean and be a reference to the Credit Agreement as amended hereby.
4.2 Except as expressly set forth herein, (I) the execution
and delivery of this Amendment shall in no way affect any of the
respective rights, powers or remedies of the Agent or any of the
Lenders with respect to any Event of Default nor constitute a waiver of
any provision of the Credit Agreement or any of the other Credit
Documents and (II) all of the respective terms and provisions of the
Credit Agreement, the other Credit Documents and all other documents,
instruments, amendments and agreements executed and/or delivered by any
of the Borrowers and/or the Funds Administrator pursuant thereto or in
connection therewith shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution and
delivery of this Amendment by the Agent and each of the Lenders shall
in no way obligate the Agent or any of the Lenders, at any time
hereafter, to consent to any other amendment or modification of any
term or provision of the Credit Agreement or any of the other Credit
Documents, whether of a similar or different nature.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
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6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. Any such counterpart
which may be delivered by facsimile transmission shall be deemed the equivalent
of an originally signed counterpart and shall be fully admissible in any
enforcement proceedings regarding this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
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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 date first set forth above.
BT COMMERCIAL CORPORATION, in its
individual capacity as a Lender
and in its capacity as Agent
By: ____________________________
Name: ____________________________
Title: ____________________________
HELLER FINANCIAL, INC.
By: ____________________________
Name: ____________________________
Title: ____________________________
SANWA BUSINESS CREDIT CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
FLEET CAPITAL CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
LASALLE NATIONAL BANK
By: ____________________________
Name: ____________________________
Title: ____________________________
CONGRESS FINANCIAL CORP. (CENTRAL)
By: ____________________________
Name: ____________________________
Title: ____________________________
FINOVA CAPITAL CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
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NATIONAL CITY COMMERCIAL FINANCE,
INC.
By: ____________________________
Name: ____________________________
Title: ____________________________
PNC BUSINESS CREDIT
By: ____________________________
Name: ____________________________
Title: ____________________________
IBJ SCHRODER BUSINESS CREDIT
CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
NATIONAL BANK OF CANADA
By: ____________________________
Name: ____________________________
Title: ____________________________
BANKBOSTON, N.A.
By: ____________________________
Name: ____________________________
Title: ____________________________
METAL MANAGEMENT, INC., a Delaware
corporation, in its individual capacity
as a Borrower and in its capacity as
Funds Administrator
By: ____________________________
Name: ____________________________
Title: ____________________________
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AEROSPACE METALS, INC.
AMERICAN SCRAP PROCESSING, INC.
C SHREDDING CORP.
CALIFORNIA METALS RECYCLING, INC.
CIM TRUCKING, INC.
COMETCO CORP.
COZZI BUILDING CORPORATION
COZZI IRON & METAL, INC.
EMCO TRADING, INC.
FERREX TRADING CORPORATION
FIRMA, INC.
FIRMA PLASTIC CO., INC.
HOUSTON COMPRESSED STEEL CORP.
HOUTEX METALS COMPANY, INC.
THE ISAAC CORPORATION
P. JOSEPH IRON & METAL, INC.
KANKAKEE SCRAP CORPORATION
MAC LEOD METALS CO.
METAL MANAGEMENT ARIZONA, INC.
METAL MANAGEMENT REALTY, INC.
PROLER SOUTHWEST INC.
PROLER STEELWORKS L.L.C.
SALT RIVER RECYCLING, L.L.C.
SCRAP PROCESSING, INC.
TROJAN TRADING CO.
USA SOUTHWESTERN CARRIER, INC.
138 SCRAP ACQUISITION CORP.
R & P HOLDINGS, INC.
METAL MANAGEMENT GULF COAST, INC.
NEWELL RECYCLING WEST, INC.
NAPORANO IRON & METAL CO.
NIMCO SHREDDING CO.
MICHAEL SCHIAVONE & SONS, INC.
TORRINGTON SCRAP COMPANY
KIMERLING ACQUISITION CORP.
METAL MANAGEMENT PITTSBURGH, INC.
FPX, INC.
PERLCO, L.L.C.
By: __________________________
Name: _________________________
Title: ________________________
RESERVE IRON & METAL LIMITED
PARTNERSHIP
By: P. JOSEPH IRON & METAL, INC.,
its general partner
By: __________________________
Name: _________________________
Title: ________________________
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ANNEX 1
TO
AMENDMENT NO. 5
DATED AS OF APRIL ___, 1999
OTHER BORROWERS
1. AEROSPACE METALS, INC.
2. AMERICAN SCRAP PROCESSING, INC.
3. C SHREDDING CORP.
4. CALIFORNIA METALS RECYCLING, INC.
5. CIM TRUCKING, INC.
6. COMETCO CORP.
7. COZZI BUILDING CORPORATION
8. COZZI IRON & METAL, INC.
9 EMCO TRADING, INC.
10. FERREX TRADING CORPORATION
11. FIRMA, INC.
12. FIRMA PLASTIC CO., INC.
13. HOUSTON COMPRESSED STEEL CORP.
14. HOUTEX METALS COMPANY, INC.
15. THE ISAAC CORPORATION
16. P. JOSEPH IRON & METAL, INC.
17. KANKAKEE SCRAP CORPORATION
18. MAC LEOD METALS CO.
19. METAL MANAGEMENT ARIZONA, INC.
20. METAL MANAGEMENT REALTY, INC.
21. PROLER SOUTHWEST INC.
22. PROLER STEELWORKS L.L.C.
23. SALT RIVER RECYCLING, L.L.C.
24. SCRAP PROCESSING, INC.
25. TROJAN TRADING CO.
26. USA SOUTHWESTERN CARRIER, INC.
27. RESERVE IRON & METAL LIMITED PARTNERSHIP
28. 138 SCRAP ACQUISITION CORP.
29. R & P HOLDINGS, INC.
30. METAL MANAGEMENT GULF COAST, INC.
31. NEWELL RECYCLING WEST, INC.
32. NAPORANO IRON & METAL CO.
33. NIMCO SHREDDING CO.
34. MICHAEL SCHIAVONE & SONS, INC.
35. TORRINGTON SCRAP COMPANY
36. KIMERLING ACQUISITION CORP.
37. METAL MANAGEMENT PITTSBURGH, INC.
38. FPX, INC.
39. PERLCO, L.L.C.
