<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
------------------
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 1-9603
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STEVENS INTERNATIONAL, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2159407
------------------------------- ------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5500 Airport Freeway, Fort Worth, Texas 76117
---------------------------------------------
(Address of principal executive offices) (zip code)
817/831-3911
------------
(Registrant's telephone number, including area code)
(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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes XX No
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at November 3,1995 *
- ------------------------------- --------------------------------
Series A Stock, $0.10 Par Value 7,299,818
Series B Stock, $0.10 Par Value 2,141,384
* Certificates of Common Stock representing 652 shares have not been tendered to
the Transfer Agent for certificates representing Series A and Series B Common
Stock.
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TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 3
December 31, 1994 and September 30, 1995
(unaudited)
Consolidated Condensed Statements of Income 4
Three and Nine months ended September 30, 1995
and 1994 (unaudited)
Consolidated Condensed Statements of 5
Stockholders' Equity December 31, 1994 and
Nine months ended September 30, 1995 (unaudited)
Consolidated Condensed Statements of Cash Flows 6
Nine months ended September 30, 1995 and 1994
(unaudited)
Notes to Consolidated Condensed Financial
Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
2
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STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
December 31, September 30,
1994 1995
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 396 $ 700
Temporary investments 1,077 -
Trade accounts receivable, less
allowance for losses of $450 and
$524 in 1994 and 1995, respectively 13,050 18,721
Costs and estimated earnings in
excess of billings on long-term
contracts 12,478 18,858
Inventory (Note 3) 20,198 24,409
Other current assets 498 818
------- --------
Total current assets 47,697 63,506
Property, plant and equipment, net (Note 4) 29,734 32,302
Other assets, net 16,610 15,910
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Total Assets $94,041 $111,718
LIABILITIES AND STOCKHOLDERS' EQUITY ======= ========
Current liabilities:
Trade accounts payable $11,372 $ 11,516
Billings in excess of costs and
estimated earnings on long-term contracts 3,390 1,153
Other current liabilities 8,942 9,370
Income taxes payable 279 1,127
Customer deposits 5,929 3,401
Advances from affiliate 932 -
Current portion of long-term debt (Note 4) 161 3,694
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Total current liabilities 31,005 30,261
Long-term debt (Note 4) 15,308 28,326
Deferred income taxes 5,428 5,428
Deferred pension 1,335 1,335
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.10 par value, 2,000,000 shares
authorized, none issued and outstanding - -
Series A common stock, $0.10 par value, 20,000,000
shares authorized, 7,130,000 and 7,213,000 shares issued
and outstanding at December 31, 1994 and
September 30, 1995, respectively 713 722
Series B common stock, $0.10 par value, 6,000,000 shares
authorized, 2,236,000 and 2,222,000 shares issued and
outstanding at December 31, 1994 and
September 30, 1995, respectively 224 222
Additional paid-in-capital 38,737 39,070
Foreign currency translation adjustment 68 350
Excess pension liability adjustment (438) (438)
Retained earnings 1,661 6,442
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Total stockholders' equity 40,965 46,368
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Total Liabilities and Stockholders' Equity $94,041 $111,718
======= ========
</TABLE>
See notes to consolidated condensed financial statements.
3
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STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- -------------------
1994 1995 1994 1995
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Net sales $29,085 $33,962 $71,296 $104,478
Cost of sales 22,335 24,424 53,771 78,224
------- ------- ------- --------
Gross profit 6,750 9,538 17,525 26,254
Selling, general and
administrative expenses 4,129 5,760 12,239 15,534
------- ------- ------- --------
Operating income 2,621 3,778 5,286 10,720
Other income (expense):
Interest income 201 25 560 148
Interest expense (871) (917) (3,123) (2,548)
Other, net (223) (73) (560) (103)
------- ------- ------- --------
(893) (965) (3,123) (2,503)
Income before income taxes
and extraordinary item 1,728 2,813 2,163 8,217
Income tax (expense) (774) (1,032) (974) (3,436)
------- ------- ------- --------
Income before extraordinary item 954 1,781 1,189 4,781
Extraordinary loss on early
extinguishment of debt,
net of tax (Note 4) (85) - (85) -
------- ------- ------- --------
Net Income $ 869 $ 1,781 $ 1,104 $ 4,781
======= ======= ======= ========
Net income per common share (Note 7):
Income before extraordinary item $ 0.10 $ 0.19 $ 0.13 $ 0.50
Extraordinary item (0.01) - (0.01) -
------- ------- ------- --------
Net Income $ 0.09 $ 0.19 $ 0.12 $ 0.50
======= ======= ======= ========
Weighted average number of
shares of common and common
stock equivalents outstanding
during the periods (Note 7) 9,109 9,583 9,140 9,584
======= ======= ======= ========
</TABLE>
See notes to consolidated condensed financial statements.
4
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STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Shares Amount
------ -------
<S> <C> <C>
Series A Stock
Balance, December 31, 1994 7,130 $ 713
Exercise of stock options 69 7
Conversion of Series B stock to Series A stock 14 2
------ -------
Balance, September 30, 1995 7,213 $ 722
====== =======
Series B Stock
Balance, December 31, 1994 2,236 $ 224
Conversion of Series B stock to Series A stock (14) (2)
------ -------
Balance, September 30, 1995 2,222 $ 222
====== =======
Additional Paid-In Capital
Balance, December 31, 1994 $38,737
Exercise of stock options 333
-------
Balance, September 30, 1995 $39,070
=======
Foreign Currency Adjustment
Balance, December 31, 1994 $ 68
Translation adjustments 282
-------
Balance, September 30, 1995 $ 350
=======
Pension Liability Adjustment
Balance, December 31, 1994 $ (438)
-------
Balance, September 30, 1995 $ (438)
=======
Retained Earnings
Balance, December 31, 1994 $ 1,661
Net income for nine months ended
September 30, 1995 4,781
-------
Balance, September 30, 1995 $ 6,442
=======
Stockholders' Equity at September 30, 1995 $46,368
=======
</TABLE>
See notes to consolidated condensed financial statements.
5
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STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1994 1995
-------- --------
<S> <C> <C>
Cash provided by operations:
Net income $ 1,104 $ 4,781
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,702 3,939
Deferred taxes 389 -
Other 41 282
Changes in operating assets and liabilities:
Trade accounts receivable 1,895 (5,671)
Contract costs in excess of billings 4,444 (8,617)
Inventory 5,499 (4,211)
Other assets (287) (641)
Trade accounts payable (762) 105
Other liabilities 703 (2,184)
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Total cash provided by (used in ) operating activities 16,728 (12,217)
-------- --------
Cash provided by (used in ) investing activities:
Additions to property, plant and equipment (1,378) (4,958)
Proceeds from sale of assets 4,631 60
Deposits and other (364) (77)
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Total cash provided by (used in) investing activities 2,889 (4,975)
-------- --------
Cash provided by (used in) financing activities:
Addition to (repayment of) long-term debt (23,998) 16,079
Sale of Series A shares, net of expenses 1,531 -
Exercise of stock options 114 340
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Total cash provided by (used in) financing activities (22,353) 16,419
-------- --------
Increase (decrease) in cash and temporary
investments (2,736) (773)
Cash and temporary investments at beginning
of period 3,768 1,473
-------- --------
Cash and temporary investments at end of period $ 1,032 $ 700
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 2,855 $ 1,778
Income taxes 952 2,644
</TABLE>
See notes to consolidated condensed financial statements.
6
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STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. Following approval by the Company's stockholders on May 18, 1995, the name
of the Company was changed from Stevens Graphics Corporation to Stevens
International, Inc. The consolidated condensed balance sheet as of September
30, 1995, the consolidated condensed statement of stockholders' equity for
the period ended September 30, 1995, the consolidated condensed statements
of operations for the three and nine months ended September 30, 1995 and
1994, and the consolidated condensed statements of cash flows for the nine
month periods then ended have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position as
of September 30, 1995 and the results of operations for the three and nine
months ended September 30, 1995 and 1994 and the cash flows for the nine
months ended September 30, 1995 and 1994 have been made. The December 31,
1994 consolidated condensed balance sheet is derived from the audited
consolidated balance sheet as of that date. Complete financial statements
for December 31, 1994 and related notes thereto are included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
(the "1994 Form 10-K").
The above financial statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all information
included in the 1994 Form 10-K. The results of operations for the three and
nine months ended September 30, 1995 and 1994 are not necessarily indicative
of the results to be expected for the full year.
2. The Company designs, manufactures, markets and services web-fed packaging
and printing systems and related equipment for its customers in the
packaging industry and in the specialty/commercial and security and banknote
segments of the printing industry. The Company is also a worldwide leader in
the manufacture of rotary and platen die cutting and creasing equipment. The
Company manufactures equipment capable of converting and printing, among
other items, food and beverage containers, liquid container cartons,
banknotes, postage stamps, lottery tickets, direct mail inserts, personal
checks and business forms. A growing use of the Company's die cutting
equipment is in non-printing applications to produce consumer items such as
potato chips, cookies, battery grids, disposable diapers, adhesive bandages,
and many other end products. The Company has the technological and
engineering expertise to combine any of the four major printing methods
(offset, flexography, rotogravure and intaglio) together with die cutters
and creasers and product delivery systems into a single system. Complete
press systems are capable of multiple color and multiple size printing and
perform such related functions as numbering, punching, perforating,
slitting, cutting, creasing, folding and stacking. The presses can be custom
engineered for non-standard form size and special auxiliary functions.
7
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3. Inventories consist of the following:
<TABLE>
<CAPTION>
December 31, September 30,
1994 1995
------------ -------------
<S> <C> <C>
(Amounts in thousands)
Finished product $ 5,332 $ 5,441
Work in progress 6,670 12,616
Raw materials 8,196 6,352
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$20,198 $24,409
======= =======
</TABLE>
4. For a description of the amendment and restatement of the bank credit
facility in May 1995, see "Liquidity and Capital Resources". Substantially
all assets of the Company continue to be pledged as collateral on the
Company's credit facilities. The long term debt is recorded net of
unamortized debt issue costs of $1.4 million at September 30, 1995.
In September 1994, the Company reduced its senior subordinated debt by
$2,500,000 through a combination of private placement of stock and bank
borrowings. This early extinguishment of debt in 1994 resulted in an
extraordinary loss of $85,000, net of income tax effect of $67,000, as a
result of prepayment expenses and the write-off of loan origination costs
which were being amortized over the life of the indebtedness.
5. The Company is party to a number of legal actions arising in the ordinary
course of its business. In management's opinion, the Company has adequate
legal defenses and/or insurance coverage in respect to each of these legal
actions and does not believe that they will materially affect the Company's
operations, liquidity, or financial position. See "Legal Proceedings" herein
and in the 1994 Form 10-K.
6. The provision for income tax expense for the three and nine months ended
September 30, 1995 was $1,032,000 and $3,436,000, respectively, which was
principally related to currently payable taxes.
7. Earnings per common share for 1995 and 1994 are based upon the weighted
average number of shares of common and common stock equivalents (stock
options, when dilutive) outstanding during the periods. Since the Series A
and Series B stock have identical dividend and participation rights in the
Company's earnings, they have been considered to be comparable in the
calculation.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Net Sales The Company's net sales for the nine months ended September 30, 1995
- ---------
increased by $33.2 million (or 46.5%) compared to net sales in the same period
in 1994 due to increased sales of packaging products. Packaging product sales
increased $37.1 million (or 86.4%) due primarily to increased sales of the
System 2000 flexographic printing system, sales of the new System 9000
rotogravure printing system into China, and sales of both platen and rotary die
cutters. Specialty/commercial product sales decreased by $5.8 million due to
decreased sales of specialty printing offset systems as several large contracts
were substantially completed in 1995. This decrease was partially offset by an
increase in the sale of business forms equipment. Security and banknote product
sales decreased by $0.8 million reflecting reduced revenues under the contract
with Banque de France for the single note on web
9
<PAGE>
("SNOW") currency printing system as the project neared completion. This
decrease was offset to some degree by increased revenues under the contract with
the Bank of England for development of the automated currency examination system
("ACE"). In January 1995, the Company purchased certain assets of a full
service repair and service facility in France which contributed $2.6 million in
sales for the first nine months. On a geographic basis, net sales to
international customers for the nine months ended September 30, 1995 were $27.6
million and comprised 26.4% of net sales as compared to $11.4 million (or 16%)
of net sales for the first nine months of 1994.
Gross Profit The Company's gross profit for the nine months ended September 30,
- ------------
1995 increased by $8.7 million (or 49.8%) compared to gross profit in the same
period in 1994 due primarily to increased sales volume for packaging systems
products. Gross profit margin for the first nine months of 1995 increased to
25.1% as compared to 24.6% for the same period in 1994. The increase in gross
profit margin was primarily due to changes in product mix as well as improved
pricing for the System 2000 which was partially offset by higher costs
associated with the installation component of sales and lower average margins on
the new System 9000 introduced into China during 1995.
Selling, General and Administrative Expenses The Company's selling, general,
- --------------------------------------------
and administrative expenses increased by $3.3 million (or 26.9%) for the nine
months ended September 30, 1995 compared to the same period in 1994 due to
increases in advertising, personnel and related costs at operating divisions,
and certain corporate administrative and legal costs. Selling, general and
administrative expenses for the nine months ended September 30, 1995 were 14.9%
of sales compared to 17.2% for the same period in 1994 due to the $33.2 million
increase in sales without corresponding expense level increases.
Other Income (Expense) The Company's interest expense decreased by $0.6
- ----------------------
million for the nine months ended September 30, 1995 compared to the same period
in 1994 due to reduced borrowing by the Company as a result of debt reductions
in 1994 accomplished in part through a private placement of stock in September
1994 and the refinancing of existing debt at a lower interest rate. Interest
income decreased by $0.4 million for the nine months ended September 30, 1995 as
compared to interest income in the same period in 1994 due to the use of cash to
minimize the amount borrowed under the Company's credit facilities.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Sales The Company's sales for the three months ended September 30, 1995
- -----
increased by $4.9 million (or 16.8%) compared to sales in the same period in
1994 due primarily to sales increases in the packaging systems division ($6.4
million), offset by decreases in sales at the banknote printing equipment
division ($0.3 million), and specialty web products division ($1.2 million).
Gross Profit The Company's gross profit for the three months ended September 30,
- ------------
1995 increased by $2.8 million compared to gross profit in the same period in
1994 due primarily to the increased sales volume for packaging systems. Gross
profit margin for 1995 increased to 28.1% of sales as compared
10
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to 23.2% of sales for 1994. This increase in gross profit margin in 1995 was
due primarily to changes in product mix as well as improved pricing for the
System 2000 packaging system, and partially offset by lower average margins on
its new line of rotogravure equipment.
Selling, General and Administrative Expenses The Company's selling, general and
- --------------------------------------------
administrative expenses increased by $1.6 million (or 39.5%) for the three
months ended September 30, 1995 compared to the same period in 1994 due to
increases in advertising, personnel and related costs at operating divisions,
and certain corporate administrative and legal costs. Selling, general and
administrative expenses for the three months ended September 30, 1995 were 17.0%
of sales compared to 14.2% of sales for the same period in 1994 due to the cost
increases above which increased at a greater percentage rate than the percentage
increase in sales described above.
Other Income (Expense) The Company's interest expense increased by $0.05
- ----------------------
million for the three months ended September 30, 1995 compared to the same
period in 1994 due to increased borrowing by the Company to fund the expanding
operations of the Company. Interest income decreased by $0.2 million for the
three months ended September 30, 1995 as compared to interest income in the same
period in 1994 due to the use of cash to minimize the amount borrowed under the
Company's credit facilities.
TAX MATTERS
The Company's effective state and federal income tax rate ("effective tax rate")
was 41.8% and 45% for the nine months ended September 30, 1995 and 1994,
respectively. This decrease in the effective tax rate was due to certain
research and experimental expenditure tax credits that were recorded in
September 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital primarily to fund its ongoing operations, to
provide for expansion of manufacturing capacity, to service its existing debt
and to pursue its strategic objectives including new product development and
penetration of international markets. The Company's working capital needs
increase during periods of growth because of a number of factors, including the
duration of the manufacturing process and the relatively large size of most
orders. During 1995, the Company has experienced an increased need for working
capital resulting in higher borrowings under its bank credit facility. The
working capital needs are directly related to the rapid growth experienced by
the Company, particularly the growing international mix of the Company's new
orders which typically have less favorable cash flow terms than domestic orders,
and the introduction of new products.
Historically, the Company has funded its capital needs with cash provided by
operating activities, borrowings under bank credit facilities, issuance of long-
term debt and the sale of common stock. At September 30, 1995, the Company's
indebtedness was comprised primarily of a credit facility pursuant
11
<PAGE>
to a credit agreement with Bank of America due April 30, 1998 (the "bank
facility") and the Company's Senior Subordinated Notes due June 30, 2000 ( the
"Subordinated Notes"). As of September 30, 1995, there was outstanding $15.3
million in Subordinated Notes, bearing interest at the rate of 10.5% per annum,
with principal payments of $3.6 million being due on June 30, 1996 and each June
30 thereafter until a final payment of $0.86 million on June 30, 2000.
Under the bank facility, the Company may borrow up to $27 million for direct
borrowings and letters of credit. As of September 30, 1995 there was $18.0
million in direct borrowings and $5.2 million in standby letters of credit
outstanding. The interest rate on direct borrowings under the bank facility is
prime, or at the Company's option, an offshore rate (generally equivalent to
LIBOR) plus 1.5%, which equates to 7.44% at September 30, 1995.
The respective agreements concerning the bank facility and the Subordinated
Notes provide for joint and several guaranties by the domestic operating
subsidiaries of the Company. To secure the indebtedness and the guaranties, a
first lien was granted to Bank of America, and a second lien was granted to the
holders of the Subordinated Notes, on substantially all the assets of the
Company and its domestic subsidiaries.
The loans under the bank facility and Subordinated Note agreement are subject
to various restrictive covenants related to financial ratios, as well as
limitations on capital expenditures and additional indebtedness. The bank
facility does allow the Company to use up to $5 million of the bank facility for
acquisition purposes without bank consent. The Company is not allowed to pay
dividends or make any other acquisitions unless approved by the lenders.
The Company's primary sources of liquidity are its cash, internal cash
generation and the external financing described above. Management believes that
the Company has sufficient liquidity capacity to fund its anticipated needs for
working capital and debt repayment.
Backlog and Orders The Company's backlog of unfilled orders at September 30,
- ------------------
1995 was approximately $57.1 million compared to $70.3 million at September 30,
1994, a decrease of (18.8%). The backlog decrease included $9.9 million of
packaging, $2.6 million of banknote related equipment and $0.7 million of
specialty web equipment as compared to 1994. Despite this decrease, the backlog
remains strong as compared to the backlog at September 30 in each of the
preceeding five years.
The reduction in backlog from 1994 to 1995 is the result of a reduced order flow
in 1995 and increased shipment rates. This increased rate of shipments reflects
the increase in orders taken in late 1994 that is currently working through
production. Orders for the nine months ended September 30, 1995 were $92.9
million compared to $102.1 for the comparable period in 1994, a decrease of $9.2
million while shipments increased $33.2 million. The Company believes the above
noted reduced order flow is the result of fluctuations in the flow of major
printing system orders. However, the decline in new printing system orders year-
over-year continued in October 1995. As a result, the Company anticipates
adjusting its rate of future production and accompanying costs to match this
reduced order flow.
12
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When sales are recorded under the completed contract method of accounting, the
Company normally experiences a six to nine month lag between the time new orders
are booked and the time they are reflected in sales and results of operations.
Larger orders, which are accounted for using the percentage of completion method
of accounting, are reflected in sales and results of operations as the project
progresses through the manufacturing cycle.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The lawsuit filed by Howard Lasker, as the representative of an alleged class
consisting of purchasers of the Company's common stock between October 18, 1989
and October 31, 1990, in the United States District Court for the Northern
District of Texas (Dallas Division), was set for trial for February and May
1995, but was not reached on the docket. A new trial date has been set for
January 2, 1996. The Company believes that the allegations in this lawsuit are
substantially without basis and intends to continue to vigorously pursue its
defenses. See Note 5 of "Notes to Consolidated Condensed Financial Statements".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
3.1 Second Amended and Restated Certificate of
Incorporation of the Company. (1)
3.2 Bylaws of the Company, as amended. (2)
4.1 Specimen of Series A Common Stock Certificate.(3)
4.2 Specimen of Series B Common Stock Certificate.(4)
10.1 Form of Indemnity Agreement. (2)
10.3 Second Amended and Restated Stock Option Plan of the Company. (5)
10.4 Description of Stevens Graphics Incentive Plan.(3)
10.5 Description of Hamilton Life Insurance Payroll Deduction Plan. (2)
10.6 Labor Agreement, dated July 2, 1994, between Hamilton-Stevens Group,
Inc. and the International Union United Automobile, Aerospace and
Agricultural Implement Workers of America. (5)
10.9 Chem-Dyne Site Trust Fund Agreement, dated September 23, 1985. (2)
10.10 Lease Agreement between Space Unlimited Joint Venture #3 and Stevens
Corporation ("Stevens"), dated September 11, 1981, and related lease
addendum. (2)
10.11 First Extension Agreement dated January 19, 1987 between Stevens and
Space Unlimited Joint Venture #3. (3)
13
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10.12 First Amended Joint Venture Agreement of Space Unlimited Joint Venture
#3, dated June 26, 1980, and related Assignment of Joint Interest and
Loan Modification, Assumption Agreement and Release.(2)
10.13 Second Extension Agreement between the Company and Space Unlimited
Joint Venture #3. (7)
10.14 Stevens Graphics Corporation Pension Plan and Trust. (7)
10.15 Stevens Graphics Corporation Profit Sharing and 401 (k) Savings
Retirement Plan. (7)
10.17 Lease Agreement between Rochester Hills Executive Park and Zerand-
Bernal Group, Inc. (8)
10.18 Severance Agreement among the Company, Post, and Robert F. Hopkins. (7)
10.19 Restated and Amended Subordinated Debt Agreement dated March 27, 1992,
together with forms of Subordinated Notes and Subordinated Guaranties.
(7)
10.20 Amended and Restated Intercreditor and Subordination Agreement dated
April 26, 1994. (9)
10.21 Contract of Sales between the Company and the Banque de France. (7)
10.23 Asset Purchase Agreement dated July 20, 1993 among Post Machinery
Company, Inc., the Company, and Bobst Group, Inc. (11)
10.24 Letter Agreement dated August 5, 1993 among the Company, Post Machinery
Company, Inc. Bobst Group, Inc., and Bobst, S.A. (11)
10.25 Intellectual Property Purchase Agreement dated August 5, 1993 among the
Company, Post Machinery Company, Inc., and Bobst S.A. (11)
10.26 First Amendment to Loan and Security Agreement, dated as of August 24,
1994, among the Company, Bank One, Milwaukee, NA, and certain
subsidiaries of the Company. (12)
10.27 Fourth Amendment to Amended and Restated Senior Subordinated Note
Agreement dated April 29, 1994. (9)
10.28 Form of Stock Purchase Agreement dated as of September 16, 1994 between
the Company and certain investors. (12)
10.29 Credit Agreement, dated May 16, 1995, between the Company and Bank of
America, Texas, N.A. (13)
10.30 First Amendment to Amended and Restated Subordination and Intercreditor
Agreement dated August 1995. (6)
10.31 Fifth Amendment to Amended and Restated Senior Subordinated Note
Agreement dated August 1995. (6)
10.32 First Amendment to Credit Agreement effective August 15, 1995 between
the Company and Bank of America Texas, N.A. (6)
10.33 Second Amended and Restated Master Note: Reference Rate Related dated
August 15, 1995, executed by the Company and payable to the order of
Bank of America Texas, N.A. in the original principal amount of $27
million. (6)
11.1 Computation of Net Income per Common Share. (6)
27.1 Financial Data Schedule. (6)
_____________________________________________________
14
<PAGE>
(1) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-15279) and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-24486) and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Registrant's Report on Form 8-A
filed August 19, 1988 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1994 and incorporated herein by
reference.
(6) Filed herewith.
(7) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 and incorporated herein by
reference.
(8) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended September 30, 1993 and incorporated
herein by reference.
(9) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1994 and incorporated herein by
reference.
(10) Previously filed as an exhibit to the Registrant's Annual Report on form
10-K for the year ended December 31, 1992 and incorporated herein by
reference.
(11) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed August 12, 1993 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 33-84246) and incorporated herein by
reference.
(13) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1995 and incorporated herein by
reference.
(b) Reports on Form 8-K.
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Stevens
International, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
STEVENS INTERNATIONAL, INC.
Date: November 10, 1995 By:
Kenneth W. Reynolds
Senior Vice President -
Administration & Finance and
Chief Financial Officer
16
<PAGE>
EXHIBIT 10.30
FIRST AMENDMENT TO AMENDED AND RESTATED
---------------------------------------
SUBORDINATION AND INTERCREDITOR AGREEMENT
-----------------------------------------
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATION AND
INTERCREDITOR AGREEMENT (the "Amendment"), dated as of August ___, 1995, is by
and among STEVENS INTERNATIONAL, INC. f/k/a Stevens Graphics Corporation (the
"Company"), HAMILTON-STEVENS GROUP, INC., PMC LIQUIDATION, INC. f/k/a POST
MACHINERY CO., INC., ZERAND-BERNAL GROUP, INC., PRINTING & PACKAGING EQUIPMENT
FINANCE CORPORATION, STEVENS SECURITIES SYSTEMS INTERNATIONAL, INC.
(collectively, "Guarantors"), BANK OF AMERICA TEXAS, N.A. ("Bank of America"),
as assignee of Bank One, Milwaukee, National Association ("Bank One"), AETNA
LIFE INSURANCE COMPANY, THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, MONY LIFE
INSURANCE COMPANY OF AMERICA (collectively, "Purchasers") and NATIONSBANK OF
TEXAS, N.A. ("NationsBank") (in its capacity as Collateral Agent for the holders
of the Subordinated Debt).
R E C I T A L S:
A. The Company, the Purchasers, the Guarantors, NationsBank and Bank
One heretofore entered into that certain Amended and Restated Subordination and
Intercreditor Agreement (as amended, the "Intercreditor Agreement") dated as of
April 26, 1994.
B. Bank One assigned all of its, right, title
and interest in the Intercreditor Agreement to Bank of America.
C. The Company, the Guarantors, the Purchasers, NationsBank and Bank
of America now desire to amend the Intercreditor Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
---------
Definitions
-----------
Section 1.1. Definitions. Capitalized terms used in this Amendment,
-----------
to the extent not otherwise defined herein, shall have the same meanings as in
the Intercreditor Agreement, as amended hereby.
<PAGE>
ARTICLE II
----------
Amendments
----------
Section 2.1. Amendment to Definition of Bank Credit Agreement.
------------------------------------------------
Effective as of the date hereof, subsection (i) of the definition of "Bank
Credit Agreement" in Section 1 of the Intercreditor Agreement is hereby amended
to read as follows:
(i) that certain Credit Agreement dated as of May 16, 1995, among the
Company and Senior Lender (as the same may be amended and restated from
time to time, the "Bank Credit Agreement").
Section 2.2. Amendment to Definition of Permitted Refinancing. Effective
------------------------------------------------
as of the date hereof, subsection (a) of the definition of "Permitted
Refinancing" in Section 1 of the Intercreditor Agreement is hereby amended to
read as follows:
(a) the maximum credit available to the Company and the Guarantors
under any Permitted Refinancing shall not exceed $27,000,000.00,
Section 2.3. Amendment to Definition of Senior Debt. Effective as of the
--------------------------------------
date hereof, the definition of Senior Debt in Section 1 of the Intercreditor
Agreement is hereby amended to read as follows:
Senior Debt means all present and future obligations, indebtedness and
-----------
liabilities of the Company or to any Guarantor arising under or pursuant to
the Bank Credit Agreement, any Permitted Refinancing, all other agreements
or financing arrangements with Senior Lender, all interest accruing
pursuant to the aforementioned agreements and arrangements, all attorneys'
fees, costs, expenses or other fees incurred in the enforcement and
collection thereof and any and all renewals, extensions, increases, and
amendments thereto; provided that, the aggregate principal amount of such
Senior Debt (excluding attorneys' fees, costs, expenses, other fees or any
indemnified amounts) shall not exceed the sum of $27,000,000.
Section 2.4. Amendment to Definition of Senior Lender. The definition of
----------------------------------------
"Senior Lender" in Section 1 of the Intercreditor Agreement is hereby amended to
read as follows:
Senior Lender means Bank of America Texas, N.A. and any assignee or
-------------
participant, in whole or in part, of the Senior Debt.
Section 2.5. References in the other Senior Documents and Subordinated
---------------------------------------------------------
Documents. All references in the other Senior Documents and Subordinated
- ---------
Documents are hereby modified and amended wherever necessary to reflect the
modifications to the Intercreditor Agreement referenced in Sections 2.1 through
2.4 above.
-2-
<PAGE>
ARTICLE III
-----------
Conditions Precedent
--------------------
Section 3.1. Conditions. The effectiveness of this Amendment is subject
----------
to the satisfaction of the following conditions precedent:
(a) Purchasers and Bank of America shall have received all of the
following, each dated (unless otherwise indicated) the date of this Amendment,
in form and substance satisfactory to them:
(1) Resolutions. Resolutions of the Board of Directors of the
-----------
Company and each Guarantor certified by the Secretary or an Assistant
Secretary which authorize the execution, delivery and performance by such
Person of this Amendment;
(2) Incumbency. A certificate of incumbency certify by the
----------
Secretary or an Assistant Secretary of the Company and each Guarantor
certifying the names of the officers of such Person authorized to sign this
Amendment together with specimen signatures of such officers;
(3) Articles of Incorporation. The articles of incorporation for
-------------------------
the Company and each Guarantor certified by the appropriate government
official of the state of incorporation for such Person within thirty (30)
days prior to the date of this Amendment;
(4) Bylaws. The bylaws of the Company and each Guarantor
------
certified by the Secretary or an Assistant Secretary of such Person; and
(5) Government Certificates. Certificates of the appropriate
-----------------------
government officials of the state of incorporation of the Company and each
Guarantor as to the existence and good standing of such Person, each dated
within thirty (30) days prior to the date of this Amendment.
ARTICLE IV
----------
Ratification
-------------
Section 4.1. Ratification. The terms and provisions set forth in this
------------
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Intercreditor Agreement and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Intercreditor
Agreement and the other Senior Documents and Subordinated Documents are ratified
and confirmed and shall continue in full force and effect. The Company, the
Guarantors, the Purchasers, NationsBank and Senior Lender agree that the
Intercreditor
-3-
<PAGE>
Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.
ARTICLE V
---------
Miscellaneous
-------------
Section 5.1. Reference to Agreement. Each of the Senior Documents and
----------------------
Subordinated Documents, including the Intercreditor Agreement and any and all
other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or thereof, are hereby amended so that
any reference in such Senior Documents, Subordinated Documents or Intercreditor
Agreement to the Intercreditor Agreement shall mean a reference to the
Intercreditor Agreement as amended hereby.
Section 5.2 Severability. Any provision of this Amendment held by a court
------------
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5.3 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER SUBORDINATED
--------------
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
Section 5.6 Successors and Assigns. This Amendment is binding upon and
----------------------
shall inure to the benefit of the Purchasers, the Company, the Guarantors,
NationsBank and Senior Lender and their respective successors and assigns.
Section 5.7 Counterparts. This Amendment may be executed in one or more
------------
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument. Telecopies of signatures shall be binding and effective as
originals.
Section 5.8 Effect of Waiver. No consent or waiver, express or implied,
----------------
by Purchasers to or for any breach of or deviation from any covenant, condition
or duty by the Company or any Guarantor shall be deemed a consent or waiver to
or of any other breach of the same or any other covenant, condition or duty.
Section 5.9 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
----------------
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR
-4-
<PAGE>
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
STEVENS INTERNATIONAL, INC.,
a Delaware corporation
By: ^[SIGNATURE APPEARS HERE]^
------------------------------------
Name:__________________________________
Title:_________________________________
HAMILTON-STEVENS GROUP, INC.,
a Delaware corporation
By: ^[SIGNATURE APPEARS HERE]^
------------------------------------
Name:__________________________________
Title:_________________________________
PMC LIQUIDATION, INC.,
a Delaware corporation
By: ^[SIGNATURE APPEARS HERE]^
------------------------------------
Name:__________________________________
Title:_________________________________
ZERAND-BERNAL GROUP, INC.,
a Delaware corporation
By: ^[SIGNATURE APPEARS HERE]^
------------------------------------
Name:__________________________________
Title:_________________________________
-5-
<PAGE>
PRINTING & PACKAGING EQUIPMENT
FINANCE CORPORATION, a Texas corporation
By: /s/ W. Scott Mclain
----------------------------------------
Name: W. SCOTT MCLAIN
--------------------------------------
Title: Treasurer
-------------------------------------
STEVENS SECURITIES SYSTEMS
INTERNATIONAL, INC., a Delaware corporation
By: ^[SIGNATURE APPEARS HERE]^
-----------------------------------------
Name:_______________________________________
Title:______________________________________
AETNA LIFE INSURANCE COMPANY
By: ^[SIGNATURE APPEARS HERE]^
-----------------------------------------
Title:______________________________________
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Frank G. Simuner
-----------------------------------------
Title: FRANK G. SIMUNER
--------------------------------------
Managing Director
MONY LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Frank G. Simuner
-----------------------------------------
Title: FRANK G. SIMUNER
--------------------------------------
Authorized Agent
-6-
<PAGE>
BANK OF AMERICA TEXAS, N.A.,
a national banking association
By: ^[SIGNATURE APPEARS HERE]^
---------------------------------------
Title: Vice President
------------------------------------
NATIONSBANK OF TEXAS, N.A.,
as Collateral Agent
By: ^[SIGNATURE APPEARS HERE]^
---------------------------------------
Title: Vice President
------------------------------------
-7-
<PAGE>
EXHIBIT 10.31
FIFTH AMENDMENT TO
------------------
AMENDED AND RESTATED SENIOR SUBORDINATED NOTE AGREEMENT
-------------------------------------------------------
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED NOTE
AGREEMENT (the "Amendment"), dated as of August ___, 1995, is by and among
STEVENS INTERNATIONAL, INC., a Delaware corporation f/k/a Stevens Graphics
Corporation ("Company"), and AETNA LIFE INSURANCE COMPANY ("Aetna"), THE MUTUAL
LIFE INSURANCE COMPANY OF NEW YORK, AND MONY LIFE INSURANCE COMPANY OF AMERICA
("MONY") (each such insurance company, together with its successors and assigns,
being hereinafter referred to individually as a "Purchaser," and collectively as
the "Purchasers"), and each corporation listed on the signature pages hereof
under the heading "Guarantors" (each such corporation, together with any other
person or entity that guarantees payment of the hereinafter defined Notes being
hereinafter referred to individually as a "Guarantor," and collectively as the
"Guarantors").
R E C I T A L S:
A. The Company, the Purchasers and the Guarantors heretofore entered
into that certain Amended and Restated Senior Subordinated Note Agreement (as
amended, the "Note Agreement") dated as of March 27, 1993, as amended by that
certain First Amendment and Waiver dated as of July 8, 1992, Second Amendment
and Waiver dated as of June 30, 1993, Third Amendment and Waiver dated as of
August 5, 1993 and Fourth Amendment to Amended and Restated Senior Subordinated
Note Agreement dated as of April 26, 1994, pursuant to which the Purchasers
purchased from the Company 12% Senior Subordinated Notes of the Company in an
aggregate principal amount of $26,000,000.00 due December 31, 2000 (such notes,
together with all extensions, renewals and modifications thereof, and all
replacements and substitutions therefor, being hereinafter referred to as the
"Notes").
B. Pursuant to the Note Agreement, the Guarantors guaranteed to the
Purchasers the payment and performance of the Notes and all other amounts
payable by the Company under the Note Agreement.
C. The Company, the Guarantors and the Purchasers now desire to amend
the Note Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
<PAGE>
ARTICLE I
---------
Definitions
-----------
Section 1.1. Definitions. Capitalized terms used in this Amendment,
-----------
to the extent not otherwise defined herein, shall have the same meanings as in
the Note Agreement, as amended hereby.
ARTICLE II
----------
Amendments
----------
Section 2.1. Amendment to Funded Debt Covenant. Effective as of the
---------------------------------
date hereof, Section 4.2(d) of the Note Agreement is hereby amended to delete
from the end thereof the following paragraph:
On and after April 26, 1996, if the Purchasers have released their
Liens on the Collateral pursuant to Section 9.3 hereof, then the Company
will not, and will not permit any Operating Subsidiary to, incur, assume or
otherwise become or remain liable with respect to any unsecured Funded Debt
in an amount greater than the remainder of $25,000,000.00, minus the
-----
principal balance of the Notes outstanding from time to time.
Section 2.2. Amendment to Security Covenant. Effective as of the date
------------------------------
hereof, Section 9.3 of the Note Agreement is hereby deleted.
Section 2.3. References in Subordinated Documents. All references in the
------------------------------------
other Subordinated Documents are hereby modified and amended wherever necessary
to reflect the purpose and intent of the modifications to the Note Agreement
referenced in Sections 2.1 and 2.2 above.
ARTICLE III
-----------
Conditions Precedent
--------------------
Section 3.1. Conditions. The effectiveness of this Amendment is subject
----------
to the satisfaction of the following conditions precedent:
(a) Purchasers shall have received all of the following, each dated (unless
otherwise indicated) the date of this Amendment, in form and substance
satisfactory to Purchasers:
(1) Resolutions. Resolutions of the Board of Directors of the
-----------
Company and each Guarantor certified by the Secretary or an Assistant
Secretary of the Company
- 2 -
<PAGE>
and each Guarantor which authorize the execution, delivery and performance
by such Person of this Amendment;
(2) Incumbency. A certificate of incumbency certified by the
----------
Secretary or an Assistant Secretary of the Company and each Guarantor
certifying the names of the officers of such Person authorized to sign this
Amendment together with specimen signatures of such officers;
(3) Articles of Incorporation. The articles of incorporation for
-------------------------
the Company and each Guarantor certified by the appropriate government
official of the state of incorporation for such Person within thirty (30)
days prior to the date of this Amendment;
(4) Bylaws. The bylaws of the Company and each Guarantor
------
certified by the Secretary or an Assistant Secretary of such Person;
(5) Government Certificates. Certificates of the appropriate
-----------------------
government officials of the state of incorporation of the Company and each
Guarantor as to the existence and good standing of such Person, each dated
within thirty (30) days prior to the date of this Amendment.
(b) The Company, the Senior Agent, the Purchasers and others shall have
entered into a First Amendment to the Amended and Restated Subordination and
Intercreditor Agreement.
(c) The representations and warranties contained herein and in all other
Subordinated Documents, as amended, shall be true and correct as of the date
hereof as if made on the date hereof.
(d) No Event of Default shall have occurred and be continuing and no event
or condition shall have occurred that with the giving of notice or lapse of time
or both would be an Event of Default.
(e) As compensation for the agreements contained herein, Aetna shall have
received the sum of $25,000.00 and MONY shall have received the sum of
$25,000.00.
(f) The Purchasers shall have received copies of the documents evidencing
the Senior Debt.
ARTICLE IV
----------
Ratifications, Representations and Warranties
---------------------------------------------
Section 4.1. Ratification. The terms and provisions set forth in this
------------
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Note Agreement and
- 3 -
<PAGE>
except as expressly modified and superseded by this Amendment, the terms and
provisions of the Note Agreement and the other Subordinated Documents are
ratified and confirmed and shall continue in full force and effect. The Company,
the Guarantors and the Purchasers agree that the Note Agreement as amended
hereby and the other Subordinated Documents shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.
Section 4.2. Representations and Warranties. The Company hereby
------------------------------
represents and warrants to the Purchasers that (i) the execution, delivery and
performance of this Amendment and any and all other Subordinated Documents
executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of the Company and will not violate the
articles of incorporation or bylaws of the Company, (ii) the representations and
warranties contained in the Note Agreement, as amended hereby, and any other
Subordinated Document are true and correct on and as of the date hereof as
though made on and as of the date hereof, (iii) no Event of Default has occurred
and is continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, and (iv) the
Company is in compliance with all covenants and agreements contained in the Note
Agreement as amended hereby.
ARTICLE V
---------
Miscellaneous
-------------
Section 5.1. Reference to Agreement. Each of the Subordinated Documents,
----------------------
including the Note Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Note Agreement as amended hereby, are hereby
amended so that any reference in such Subordinated Documents to the Note
Agreement shall mean a reference to the Note Agreement as amended hereby.
Section 5.2 Severability. Any provision of this Amendment held by a court
------------
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5.3 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER SUBORDINATED
--------------
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN NEW YORK, NEW YORK, AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 5.6 Successors and Assigns. This Amendment is binding upon and
----------------------
shall inure to the benefit of the Purchasers, the Company, and the Guarantors
and their respective successors and assigns, except neither the Company nor any
Guarantor may assign or transfer
- 4 -
<PAGE>
any of their respective rights or obligations hereunder without the prior
written consent of the Purchasers.
Section 5.7 Counterparts. This Amendment may be executed in one or more
------------
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument. Telecopies of signatures shall be binding and effective as
originals.
Section 5.8 Effect of Waiver. No consent or waiver, express or implied,
----------------
by the Purchasers to or for any breach of or deviation from any covenant,
condition or duty by Company or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.
Section 5.9 Non-Application of Chapter 15 of Texas Credit Code. The
--------------------------------------------------
provisions of Chapter 15 of the Texas Credit Code (Vernon's Annotated Texas
Statutes, Article 5069-15) are specifically declared by the parties not to be
applicable to this Amendment or any of the Subordinated Documents or the
transactions contemplated hereby.
Section 5.10 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
----------------
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
STEVENS INTERNATIONAL, INC.:
---------------------------
By: /s/ (SIGNATURE TO COME)
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
GUARANTORS:
----------
HAMILTON-STEVENS GROUP, INC.
By: /s/ (SIGNATURE TO COME)
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
ZERAND-BERNAL GROUP, INC.
By: /s/ (SIGNATURE TO COME)
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
- 5 -
<PAGE>
PMC LIQUIDATION, INC.
By: /s/ (SIGNATURE TO COME)
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
PRINTING & PACKAGING EQUIPMENT
FINANCE CORPORATION
By: /s/ W. Scott McLain
---------------------------------------
Name: W. Scott McLain
-------------------------------------
Title: Treasurer
------------------------------------
STEVENS SECURITIES SYSTEMS
INTERNATIONAL, INC.
By: /s/ (SIGNATURE TO COME)
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
PURCHASERS:
----------
AETNA LIFE INSURANCE COMPANY
By: /s/ Teresa H. Lawton
---------------------------------------
Name: Teresa H. Lawton
-------------------------------------
Title: Investment Manager
------------------------------------
- 6 -
<PAGE>
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Frank G. Simunek
---------------------------------------
Name: Frank G. Simunek
-------------------------------------
Title: Managing Director
------------------------------------
MONY LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Frank G. Simunek
---------------------------------------
Name: Frank G. Simunek
-------------------------------------
Title: Authorized Agent
------------------------------------
-7-
<PAGE>
EXHIBIT 10.32
FIRST AMENDMENT
---------------
TO
--
CREDIT AGREEMENT
----------------
This First Amendment to Credit Agreement (this "Amendment") is entered into
---------
effective as of the 15th of August, 1995, by and between Bank of America Texas,
N.A. (the "Bank") and Stevens International, Inc., formerly known as to Stevens
Graphics Corporation, a Delaware corporation (the "Borrower").
--------
REFERENCE:
----------
Reference is made to the Credit Agreement (the "Credit Agreement") dated as
----------------
of May 16, 1995 by and between Bank and Borrower.
RECITAL:
--------
Bank and Borrower desire to increase the Commitment (as such term is defined
in the Credit Agreement) from $22,000,000.00 to $27,000,000.00.
AGREEMENTS:
-----------
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used in this Amendment and not otherwise
-----------
defined in this Amendment shall have the meanings given them in the Credit
Agreement.
2. Amendment. The Credit Agreement is hereby amended to the extent
---------
specified below:
Section 2.1(a) of the Credit Agreement is hereby amended by deleting the
--------------
reference to "Twenty-Two Million Dollars ($22,000,000.00)" and substituting
therefor "Twenty-Seven Million Dollars ($27,000,000.00)."
3. Representations. Borrower represents and warrants that the execution,
---------------
delivery and performance by Borrower of this Amendment and the Credit Agreement
as amended hereby have been duly authorized by all necessary corporate action
and that this Amendment and the Credit Agreement as amended hereby are legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally, or by general principles of equity limiting the
availability of certain remedies.
FIRST AMENDMENT - Page 1
<PAGE>
4. Conditions Precedent.
--------------------
A. Borrower will pay Bank $25,000.00 as a fee for Bank's
agreement to increase the Commitment under the Credit Agreement from
$22,000,000.00 to $27,000,000.00;
B. Bank shall have received a First Amendment to Amended and
Restated Subordination and Intercreditor Agreement, in form and substance
reasonably satisfactory to the Bank, duly executed by Borrower, Hamilton-Stevens
Group, Inc., PMC Liquidation, Inc., Zerand-Bernal Group, Inc., Printing &
Packaging Equipment Finance Corporation, Stevens Securities Systems
International, Inc., Aetna Life Insurance Company, The Mutual Life Insurance
Company of New York, Mony Life Insurance Company of America and NationsBank of
Texas, N.A.;
C. Bank shall have received a Consent and Ratification, duly
executed by Hamilton-Stevens Group, Inc., PMC Liquidation, Inc., Zerand-Bernal
Group, Inc., Stevens Securities Systems International, Inc. and Printing &
Packaging Equipment Finance Corporation; and
D. Bank shall have received such other documents, certificates
and other materials as the Bank reasonably may require in connection with this
Amendment.
5. Miscellaneous.
-------------
A. Ratifications. The terms and provisions set forth in this
-------------
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement, and, except as expressly modified and superseded
by this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect. Borrower and Bank
agree that the Credit Agreement as amended hereby shall continue to be legal,
valid, binding and enforceable in accordance with its terms.
B. Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of Texas.
C. Counterparts. This Amendment may be executed in any number of
------------
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
FIRST AMENDMENT -- Page 2
- ---------------
<PAGE>
IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be
duly executed as of the day and year first above written.
Bank of America Texas, N.A. Stevens International, Inc.,
formerly known as Stevens Graphics
Corporation
By: /s/ Donald P. Hellman By: /s/ Kenneth W. Reynolds
----------------------- -----------------------------
Donald P. Hellman Name: Kenneth W. Reynolds
Vice President -----------------------------
Title: Senior Vice President
Finance and Administration
-----------------------------
FIRST AMENDMENT - Page 3
- ---------------
<PAGE>
EXHIBIT 10.33
SECOND AMENDED AND RESTATED
MASTER NOTE: REFERENCE RATE RELATED
[N-312(TX)]
CHECK APPROPRIATE BLOCK ________________________________________________________
ACCOUNT (5) CLASS (3) LOAN(5)
____________________________________________________
- --------------------------------------------------------------------------------
$27,000,000.00 August 15, 1995
FOR VALUE RECEIVED STEVENS INTERNATIONAL, INC., formerly known as Stevens
Graphics Corporation, a Delaware corporation (hereafter referred to as
"Borrower"), promises to pay to the order of BANK OF AMERICA TEXAS, N.A.
("Bank") on April 30, 1998, at Bank's office at 1925 W. John Carpenter Freeway,
Irving, Texas 75063-3224, the total unpaid principal amount advanced by Bank
from time to time to or for the benefit of or at the request of Borrower from
and after the date of this Note through April 30, 1998, together with interest
thereon at the times and at the rates specified in this Note.
This Note evidences Borrower's obligation to the Bank under the line of
credit and letter of credit facility provided to Borrower by Bank pursuant to
that certain Credit Agreement, dated May 16, 1995, as amended by that certain
First Amendment to Credit Agreement, dated August 15, 1995 (collectively along
with any and all other amendments, modifications and restatements thereof, the
"Credit Agreement"), executed by and between Borrower and Bank, and is entitled
to all the benefits as set forth therein. Capitalized terms used in this Note
and not otherwise defined in this Note shall have the meanings given them in
the Credit Agreement.
No advance shall be made under this Note if, as a result of such advance, the
total principal amount outstanding under this Note, together with the undrawn
face amount of all letters of credit issued and outstanding under the Credit
Agreement would exceed TWENTY-SEVEN MILLION AND NO/100 DOLLARS
($27,000,000.00). All advances and all payments made on account of principal
shall be recorded from time to time by the holder of this Note on the reverse
side of this Note or on an attachment hereto. Each such record of any advance
hereunder shall be conclusive evidence that the advance was made by Bank to
Borrower, unless Borrower objects to such record or accounting within thirty
(30) days after receipt of the same from Bank.
Each advance under this Note shall bear interest from the date of such
advance until payment in full at a rate per year equal to the lesser of (a)
either (i) the Basic Rate, which is equal to
MASTER NOTE--PAGE 1
- -----------
<PAGE>
the sum of the Bank's Reference Rate plus zero percentage points, or (ii) the
Offshore Rate plus one and one-half (1.5) percentage points, or (b) the Maximum
Rate, all as more fully provided in, and in accordance with the terms of, the
Credit Agreement.
Notwithstanding the foregoing, if at any time the Basic Rate or the Offshore
Rate plus one and one-half (1.5) percentage points, as applicable in accordance
with the terms of the Credit Agreement (each, as applicable, being referred to
as the "Contract Rate") shall exceed the Maximum Rate and thereafter the
Contract Rate shall become less than the Maximum Rate, the rate of interest
payable under this Note shall be the Maximum Rate until the Bank shall have
received the amount of interest it otherwise would have received if the
interest payable hereunder had not been limited by the Maximum Rate during the
period of time the Contract Rate exceeded the Maximum Rate.
The Basic Rate of interest shall be computed on the basis of a three hundred
sixty (360) day year and actual days elapsed, which results in more interest
than if a three hundred sixty-five (365) day year were used.
Accrued interest for borrowings subject to the Basic Rate shall be payable
quarterly, on each June 30, September 30, December 31, and March 31 during the
term hereof, beginning September 30, 1995, and upon payment in full of
principal of this Note.
Accrued interest for borrowings subject to the Offshore Rate shall be
payable, to the extent applicable, on the 90th, 180th, and 270th day of every
interest period and on the last day of each interest period.
Each advance under this Note shall be made in such manner as Bank and
Borrower may agree in writing.
The occurrence of any "Event of Default", as such term is defined in the
Credit Agreement shall, at the option of the holder of this Note, make all sums
of accrued unpaid interest and principal of this Note immediately due and
payable without notice of default, presentment or demand for payment, protest
or notice of nonpayment or dishonor, or other notices or demands of any kind or
character.
If suit is commenced to enforce payment of this Note, Borrower agrees to pay
to Bank such additional sums as attorneys' fees as the court may adjudge
reasonable, unless Borrower is the prevailing party, in which event Bank will
be required to pay the Borrower's attorneys' fees.
This Note is a master revolving credit note; it being expressly contemplated
that, by reason of prepayments hereon, there may be times when no indebtedness
is owing hereunder, but, notwithstanding such occurrences, this Note shall
remain valid and shall be in full force and effect as to loans or advances made
subsequent to such occurrences.
MASTER NOTE--PAGE 2
- -----------
<PAGE>
Borrower and any and all sureties, guarantors and endorsers of this Note and
all other parties now or hereafter liable hereon, severally waive grace,
demand, presentment for payment, protest, notice of any kind (including, but
not limited to, notice of dishonor, notice of protest, notice of intention to
accelerate and notice of acceleration) and diligence in collecting and bringing
suit against any party hereto, and agree (i) to all extensions and partial
payments, with or without notice, before or after maturity, (ii) to any
substitution, exchange or release of any security now or hereafter given for
this Note, (iii) to the release of any party primarily or secondarily liable
hereon, and (iv) that it will not be necessary for Bank, in order to enforce
payment of this Note, to first institute or exhaust Banks's remedies against
Borrower or any other party liable therefor or against any security for this
Note.
It is the intention of the parties hereto to comply strictly with applicable
usury laws; accordingly, notwithstanding any provision to the contrary in this
Note or in any of the documents securing the payment hereof or otherwise
relating hereto, in no event shall this Note or such documents require or
permit the payment, charging, taking, reserving, or receiving of any sums
constituting interest under applicable laws which exceed the maximum amount
permitted by such laws. If any such excess interest is contracted for, charged,
taken, reserved, or received in connection with the loan evidenced by this Note
or in any of the documents securing the payment hereof or otherwise relating
hereto, or in any communication by Bank or any other person to Borrower or any
other party liable for payment of this Note, or in the event all or part of the
principal or interest hereof shall be prepaid or accelerated, so that under any
of such circumstances or under any other circumstance whatsoever the amount of
interest contracted for, charged, taken, reserved, or received on the amount of
principal actually outstanding from time to time under this Note shall exceed
the maximum amount of interest permitted by applicable usury laws, then in any
such event it is agreed as follows: (i) the provisions of this paragraph shall
govern and control, (ii) any such excess shall be cancelled automatically to
the extent of such excess, and shall not be collected or collectible, (iii) any
such excess which is or has been received shall be credited against the then
unpaid principal balance hereof or refunded to Borrower, at Bank's option, and
(iv) the effective rate of interest shall be automatically reduced to the
maximum lawful rate allowed under applicable laws as construed by courts having
jurisdiction hereof or thereof. Without limiting the foregoing, all
calculations of the rate of interest contracted for, charged, taken, reserved,
or received in connection herewith which are made for the purpose of
determining whether such rate exceeds the maximum lawful rate shall be made to
the extent permitted by applicable laws by amortizing, prorating, allocating
and spreading during the period of the full term of the loan, including all
prior and subsequent renewals and extensions, all interest at any time
contracted for, charged, taken, reserved, or received. The terms of this
paragraph shall be deemed to be incorporated in every loan document, security
instrument, and communication relating to this note and loan. The term
"applicable usury laws" shall mean such laws of the State of Texas or the laws
of the United States, whichever laws allow the higher rate of interest, as such
laws now exist; provided, however, that if such laws shall hereafter allow
higher rates of interest, then the applicable usury laws shall be the laws
allowing the higher rates, to be effective as of the effective date of such
laws.
MASTER NOTE--PAGE 3
- -----------
<PAGE>
Borrower and Bank agree that Tex. Rev. Civ. Stat. Ann. art. 5069 Ch. 15
(which regulates certain revolving loan accounts and revolving tri-party
accounts) shall not apply to any revolving loan accounts created under this
Note or maintained in connection therewith.
To the extent that this Note is deemed an open end account as such term is
defined in Article 5069-1.01(f) of the Texas Revised Civil Statutes, as
amended, the Bank retains the right to modify the interest rate in accordance
with applicable law.
Borrower represents and warrants to Bank and to all other owners and holders
of any indebtedness evidenced hereby that all loans evidenced by this Note are
for business, commercial or other similar purpose and not primarily for
personal, family, household or agricultural use, as such terms are used or
defined in Texas Revised Civil Statutes, Article 5069-1.04, Texas Credit Code
and Regulation Z promulgated by the Board of Governors of the Federal Reserve
System and under Titles I and V of the Consumer Credit Protection Act. In no
event shall the provisions of Tex. Rev. Civ. Stat. Ann. arts. 5069-2.01 through
5069-8.06, or 5069-15.01 through 5069-15.11, be applicable to the loan
evidenced hereby. To the extent that Texas law determines the maximum lawful
rate of interest, such rate shall be determined by utilizing the indicated rate
(weekly) ceiling from time to time in effect pursuant to Tex. Rev. Civ. Stat.
Ann. art. 5069-1.04, as amended.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
This Note is a renewal, amendment, modification, and restatement of that
certain Amended and Restated Master Note, dated May 16, 1995, executed by
Borrower and payable to the order of Bank, in the amount of $22,000,000.00,
which was a renewal, amendment, modification and restatement of that certain
Revolving Credit Note dated April 26, 1994 executed by Borrower payable to the
order of Bank One, Milwaukee, National Association ("Bank One"), in the
original principal amount of $20,000,000.00, which was assigned to Bank
pursuant to that certain Master Assignment of Note and Security Documents
executed by Bank One in favor of Bank, dated May 22, 1995.
MASTER NOTE--PAGE 4
- -----------
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by
its officers thereunder duly authorized and directed by a resolution of its
Board of Directors duly passed and adopted by a majority of said Board at a
meeting thereof duly called, noticed, and held.
STEVENS INTERNATIONAL, INC., Telephone No.: 817-838-4332
formerly known as Stevens Graphics
Corporation Present Mail Address:
--------------------
5500 Airport Freeway
Fort Worth, Texas 76117
Attn: W. Scott McLain
By: /s/ Ken Reynolds
-------------------------------------
Name: Kenneth W. Reynolds
-----------------------------------
Senior Vice President
--Finance & Admin.
Title:
-----------------------------------
MASTER NOTE--PAGE 5
- -----------
<PAGE>
AMENDED AND RESTATED
MASTER NOTE: REFERENCE RATE RELATED
[N-312 (TX)]
CHECK APPROPRIATE BLOCK _______________________________________________________
ACCOUNT (5) CLASS (3) LOAN (5)
---------------------------------------------------
- --------------------------------------------------------------------------------
$22,000,000.00 May 16, 1995 Irving, Texas
FOR VALUE RECEIVED STEVENS GRAPHICS CORPORATION, a Delaware corporation
(hereafter referred to as "Borrower"), promises to pay to the order of BANK OF
AMERICA TEXAS, N.A. ("Bank") on April 30, 1998, at Bank's office at 1925 W.
John Carpenter Freeway, Irving, Texas 75063-3224, the total unpaid principal
amount advanced by Bank from time to time to or for the benefit of or at the
request of Borrower from and after the date of this Note through April 30,
1998, together with interest thereon at the times and at the rates specified in
this Note.
This Note evidences Borrower's obligation to the Bank under the line of
credit and letter of credit facility provided to Borrower by Bank pursuant to
that certain Credit Agreement (including any and all amendments, modifications
and restatements thereof, the "Credit Agreement"), dated May 16, 1995, executed
by and between Borrower and Bank, and is entitled to all the benefits as set
forth therein. Capitalized terms used in this Note and not otherwise defined in
this Note shall have the meanings given them in the Credit Agreement.
No advance shall be made under this Note if, as a result of such advance, the
total principal amount outstanding under this Note, together with the undrawn
face amount of all letters of credit issued and outstanding under the Credit
Agreement would exceed TWENTY-TWO MILLION AND NO/100 DOLLARS ($22,000,000.00).
All advances and all payments made on account of principal shall be recorded
from time to time by the holder of this Note on the reverse side of this Note
or on an attachment hereto. Each such record of any advance hereunder shall be
conclusive evidence that the advance was made by Bank to Borrower, unless
Borrower objects to such record or accounting within thirty (30) days after
receipt of the same from Bank.
MASTER NOTE--PAGE 1
- -----------
<PAGE>
Each advance under this Note shall bear interest from the date of such
advance until payment in full at a rate per year equal to the lesser of (a)
either (i) the Basic Rate, which is equal to the sum of the Bank's Reference
Rate plus zero percentage points, or (ii) the Offshore Rate plus one and one-
half (1.5) percentage points, or (b) the Maximum Rate, all as more fully
provided in, and in accordance with the terms of, the Credit Agreement.
Notwithstanding the foregoing, if at any time the Basic Rate or the Offshore
Rate plus one and one-half (1.5) percentage points, as applicable in accordance
with the terms of the Credit Agreement (each, as applicable, being referred to
as the "Contract Rate") shall exceed the Maximum Rate and thereafter the
Contract Rate shall become less than the Maximum Rate, the rate of interest
payable under this Note shall be the Maximum Rate until the Bank shall have
received the amount of interest it otherwise would have received if the
interest payable hereunder had not been limited by the Maximum Rate during the
period of time the Contract Rate exceeded the Maximum Rate.
The Basic Rate of interest shall be computed on the basis of a three hundred
sixty (360) day year and actual days elapsed, which results in more interest
than if a three hundred sixty-five (365) day year were used.
Accrued interest for borrowings subject to the Basic Rate shall be payable
quarterly, on each June 30, September 30, December 31, and March 31 during the
term hereof, beginning June 30, 1995, and upon payment in full of principal of
this Note.
Accrued interest for borrowings subject to the Offshore Rate shall be
payable, to the extent applicable, on the 90th, 180th, and 270th day of every
interest period and on the last day of each interest period.
Each advance under this Note shall be made in such manner as Bank and
Borrower may agree in writing.
The occurrence of any "Event of Default", as such term is defined in the
Credit Agreement shall, at the option of the holder of this Note, make all sums
of accrued unpaid interest and principal of this Note immediately due and
payable without notice of default, presentment or demand for payment, protest
or notice of nonpayment or dishonor, or other notices or demands of any kind or
character.
MASTER NOTE--PAGE 2
- -----------
<PAGE>
If suit is commenced to enforce payment of this Note, Borrower agrees to pay
to Bank such additional sums as attorneys' fees as the court may adjudge
reasonable, unless Borrower is the prevailing party, in which event Bank will
be required to pay the Borrower's attorneys' fees.
This Note is a master revolving credit note; it being expressly contemplated
that, by reason of prepayments hereon, there may be times when no indebtedness
is owing hereunder, but, notwithstanding such occurrences, this Note shall
remain valid and shall be in full force and effect as to loans or advances made
subsequent to such occurrences.
Borrower and any and all sureties, guarantors and endorsers of this Note and
all other parties now or hereafter liable hereon, severally waive grace,
demand, presentment for payment, protest, notice of any kind (including, but
not limited to, notice of dishonor, notice of protest, notice of intention to
accelerate and notice of acceleration) and diligence in collecting and bringing
suit against any party hereto, and agree (i) to all extensions and partial
payments, with or without notice, before or after maturity, (ii) to any
substitution, exchange or release of any security now or hereafter given for
this Note, (iii) to the release of any party primarily or secondarily liable
hereon, and (iv) that it will not be necessary for Bank, in order to enforce
payment of this Note, to first institute or exhaust Bank's remedies against
Borrower or any other party liable therefor or against any security for this
Note.
It is the intention of the parties hereto to comply strictly with applicable
usury laws; accordingly, notwithstanding any provision to the contrary in this
Note or in any of the documents securing the payment hereof or otherwise
relating hereto, in no event shall this Note or such documents require or
permit the payment, charging, taking, reserving, or receiving of any sums
constituting interest under applicable laws which exceed the maximum amount
permitted by such laws. If any such excess interest is contracted for, charged,
taken, reserved, or received in connection with the loan evidenced by this Note
or in any of the documents securing the payment hereof or otherwise relating
hereto, or in any communication by Bank or any other person to Borrower or any
other party liable for payment of this Note, or in the event all or part of the
principal or interest hereof shall be prepaid or accelerated, so that under any
of such circumstances or under any other circumstance whatsoever the amount of
interest contracted for, charged, taken, reserved, or received on the amount of
principal actually outstanding from time to time under this Note shall exceed
the maximum amount of
MASTER NOTE--PAGE 3
- -----------
<PAGE>
interest permitted by applicable usury laws, then in any such event it is
agreed as follows: (i) the provisions of this paragraph shall govern and
control, (ii) any such excess shall be canceled automatically to the extent of
such excess, and shall not be collected or collectible, (iii) any such excess
which is or has been received shall be credited against the then unpaid
principal balance hereof or refunded to Borrower, at Bank's option, and (iv)
the effective rate of interest shall be automatically reduced to the maximum
lawful rate allowed under applicable laws as construed by courts having
jurisdiction hereof or thereof. Without limiting the foregoing, all
calculations of the rate of interest contracted for, charged, taken, reserved,
or received in connection herewith which are made for the purpose of
determining whether such rate exceeds the maximum lawful rate shall be made to
the extent permitted by applicable laws by amortizing, prorating, allocating
and spreading during the period of the full term of the loan, including all
prior and subsequent renewals and extensions, all interest at any time
contracted for, charged, taken, reserved, or received. The terms of this
paragraph shall be deemed to be incorporated in every loan document, security
instrument, and communication relating to this Note and loan. The term
"applicable usury laws" shall mean such laws of the State of Texas or the laws
of the United States, whichever laws allow the higher rate of interest, as such
laws now exist; provided, however, that if such laws shall hereafter allow
higher rates of interest, then the applicable usury laws shall be the laws
allowing the higher rates, to be effective as of the effective date of such
laws.
Borrower and Bank agree that Tex. Rev. Civ. Stat. Ann art. 5069 Ch. 15 (which
regulates certain revolving loan accounts and revolving tri-party accounts)
shall not apply to any revolving loan accounts created under this Note or
maintained in connection therewith.
To the extent that this Note is deemed an open end account as such term is
defined in Article 5069-1.01(f) of the Texas Revised Civil Statutes, as
amended, the Bank retains the right to modify the interest rate in accordance
with applicable law.
Borrower represents and warrants to Bank and to all other owners and holders
of any indebtedness evidenced hereby that all loans evidenced by this Note are
for business, commercial or other similar purpose and not primarily for
personal, family, household or agricultural use, as such terms are used or
defined in Texas Revised Civil Statutes, Article 5069-1.04, Texas Credit Code
and Regulation Z promulgated by the Board of Governors of the Federal Reserve
System and under Titles I and V of the Consumer Credit Protection Act. In no
event shall the
MASTER NOTE--Page 4
- -----------
<PAGE>
provisions of Tex. Rev. Civ. Stat. Ann. arts. 5069-2.01 through 5069-8.06, or
5069-15.01 through 5069-15.11, be applicable to the loan evidenced hereby. To
the extent that Texas law determines the maximum lawful rate of interest, such
rate shall be determined by utilizing the indicated rate (weekly) ceiling from
time to time in effect pursuant to Tex. Rev. Civ. Stat. Ann. art. 5069-1.04, as
amended.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
This Note is a renewal, amendment, modification, and restatement of that
certain Revolving Credit Note dated April 26, 1994 executed by Borrower payable
to the order of Bank One, Milwaukee, National Association ("Bank One"), in the
original principal amount of $20,00,000.00, which was assigned to Bank pursuant
to that certain Master Assignment of Note and Security Documents executed by
Bank One in favor of Bank, to be dated on or about May 22, 1995.
IN WITNESS WHEREOF, the undersigned has caused this note to be executed by
its officers thereunto duly authorized and directed by a resolution of its
Board of Directors duly passed and adopted by a majority of said Board at a
meeting thereof duly called, noticed, and held.
STEVENS GRAPHICS CORPORATION, Telephone No.: 817-838-4332
a Delaware corporation
Present Mail Address:
--------------------
5500 Airport Freeway
Fort Worth, Texas 76117
Attn: W. Scott McLain
By: /s/ Paul I. Stevens
-------------------------
Paul I. Stevens
Chief Executive Officer
MASTER NOTE--PAGE 5
- -----------
<PAGE>
EXHIBIT 11.1
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
COMPUTATIONS OF NET INCOME PER COMMON SHARE
(UNAUDITED)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- -----------------
1994 1995 1994 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Primary and fully diluted:
Weighted average shares outstanding 9,046 9,396 9,046 9,396
Assumed exercise of Series A and B
stock options (treasury stock method) 63 187 94 188
------ ------ ------ ------
Total common share equivalents 9,109 9,583 9,140 9,584
====== ====== ====== ======
Income before extraordinary item $ 954 $1,781 $1,189 $4,781
Extraordinary item (85) - (85) -
------ ------ ------ ------
Net Income $ 869 $1,781 $1,104 $4,781
====== ====== ====== ======
Per share amounts -
Primary and fully diluted:
Income before extraordinary item $ 0.10 $ 0.19 $ 0.13 $ 0.50
Extraordinary item (0.01) - (0.01) -
------ ------ ------ ------
Net Income $ 0.09 $ 0.19 $ 0.12 $ 0.50
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF STEVENS INTERNATIONAL, INC. AND
SUBSIDIARIES AS OF SEPTEMBER 30, 1995 AND FOR THE NINE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 700
<SECURITIES> 0
<RECEIVABLES> 19,245
<ALLOWANCES> 524
<INVENTORY> 24,409
<CURRENT-ASSETS> 63,506
<PP&E> 55,214
<DEPRECIATION> 22,912
<TOTAL-ASSETS> 111,718
<CURRENT-LIABILITIES> 30,261
<BONDS> 28,326
<COMMON> 944
0
0
<OTHER-SE> 45,424
<TOTAL-LIABILITY-AND-EQUITY> 111,718
<SALES> 104,478
<TOTAL-REVENUES> 104,478
<CGS> 78,224
<TOTAL-COSTS> 78,224
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,548
<INCOME-PRETAX> 8,217
<INCOME-TAX> 3,436
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,781
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0.50
</TABLE>
