SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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):
September 12, 1997
AAON, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 33-18336-LA 87-0448736
- ------ ----------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2425 South Yukon, Tulsa, Oklahoma 74107
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(Address of principal executive offices)
Registrant's telephone number, including area code:(918) 583-2266
<PAGE 2>
Item 5. OTHER EVENTS.
On September 12, 1997, Registrant executed
Amendment One to Second Restated Revolving Credit
Loan Agreement effective June 30, 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) A copy of Amendment One to Second Restated
Revolving Credit Loan Agreement is filed
herewith as Exhibit 1.
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.
AAON, INC.
Date: September 26, 1997 By: /s/ John B. Johnson, Jr.
--------------------------
John B. Johnson, Jr.,
Secretary
<PAGE 3>
EXHIBIT 1
AMENDMENT ONE TO SECOND
RESTATED REVOLVING CREDIT LOAN AGREEMENT
THIS AMENDMENT ONE TO SECOND RESTATED REVOLVING CREDIT LOAN
AGREEMENT ("Amendment"), is made and entered into effective as of
June 30, 1997, by and between AAON, INC.,an Oklahoma corporation
and AAON COIL PRODUCTS, INC., a Texas corporation (formerly known
as CP/AAON, Inc.) (separately and collectively, the "Borrower")
and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking
association ("Bank").
RECITALS
A. Reference is made to the Second Restated Revolving
Credit Loan Agreement dated effective July 1, 1996, between
Borrower and Bank (as amended, the "Credit Agreement"), pursuant
to which currently exists a $12,150,000 Revolving Line.
B. Borrower has requested Bank to: (i) increase the
principal amount of the $12,150,000 Revolving Line to $15,150,000
and (ii) extend the commitment to June 30, 1999. Bank has agreed
to accommodate Borrower's request, subject to the terms and
conditions set forth below. All terms used herein shall have the
meanings given in the Credit Agreement, unless otherwise
expressly defined.
For valuable consideration received, the parties agree to
the following:
AGREEMENT
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement
is amended as follows:
1.1. Section 1.36 is hereby amended to read: "'Note'
means the $15,150,000 Revolving Credit Note." The form of
the $15,150,000 Revolving Credit Note is attached as
Schedule "1.1" hereto. All references to "$12,150,000" are
hereby deleted and replaced with "$15,150,000".
2. CONDITIONS PRECEDENT. The making of any loan or letter
of credit provided for herein, shall be conditioned upon the
Borrower executing and/or delivering the following:
2.1. This Amendment, with all schedules attached.
2.2. $15,150,000 Revolving Credit Note.
2.3. Evidence of Good Standing for each Borrower from
its respective state of incorporation.
2.4. Certificate of Name Change issued by the State of
Texas for AAON Coil Products, Inc.
<PAGE 4>
2.5. Amended UCC-1 for AAON Coil Products, Inc., in the
form and content of SCHEDULE "2.5(A)" and SCHEDULE
"2.5(B)" attached hereto.
2.6. Any other instruments, documents and/or agreements
reasonably required by Bank in connection
herewith.
3. RATIFICATION. Borrower hereby ratifies and confirms
all Loan Documents to which it is a party, and represents and
warrants that: (i) the Loan Documents remain in full force and
effect and unchanged except as expressly amended hereby, (ii) all
representations and warranties made thereunder are true and
correct as of the date hereof and (iii) no Event of Default
exists as of the execution of this Amendment. Borrower further
represents and warrants that the Security Agreement delivered to
Bank in connection with the Credit Agreement remains in full
force and effect, and that it shall additionally secure payment
of the $15,150,000 Revolving Credit Note, together with
extensions, renewals and changes in form thereof.
4. RATIFICATION (Guaranty). AAON, Inc., a Nevada
corporation hereby ratifies and confirms its Guaranty Agreement,
and agrees that it is hereby amended to evidence that it shall
additionally guaranty payment of the $15,150,000 Revolving Credit
Note, together with extensions, renewals and changes in form
thereof. Guarantor represents and warrants to Bank that it is in
full and complete compliance with the terms and conditions of the
Guaranty Agreement, and any representations and warranties made
therein remain true and correct in all material respects.
5. NAME CHANGE. The Bank hereby acknowledges the name
change of CP/AAON, Inc to AAON Coil Products, Inc., a Texas
corporation. Borrower represents and warrants that the first and
prior security interest granted to the Bank in all assets of
CP/AAON continue to secure the Loan. Borrower shall provide
evidence from the State of Texas recognizing the name change.
6. GOVERNING LAW AND BINDING EFFECT. This instrument
shall be governed by and construed in accordance with and
governed by the laws of the State of Oklahoma, and shall be
binding upon and inure to the benefit of the parties hereto,
their respective heirs, executors, administrators, trustees,
successors and assigns.
7. COSTS, EXPENSES AND FEES. Borrower agrees to pay all
costs, expenses and fees incurred in connection herewith,
including, without limitation, the fees of Riggs, Abney, Neal,
Turpen, Orbison & Lewis.
"Borrower"
AAON, INC., an Oklahoma
corporation
By /s/ Norman H. Asbjornson
---------------------------
Norman H. Asbjornson,
President
<PAGE 5>
AAON COIL PRODUCTS, INC.,
a Texas corporation (formerly
known as CP/AAON, Inc.)
By /s/ Norman H. Asbjornson
---------------------------
Norman H. Asbjornson,
President
"Bank"
BANK OF OKLAHOMA,
NATIONAL ASSOCIATION
By /s/ Denise L. Maltby
--------------------------
Denise L. Maltby
Senior Vice President
"Guarantor"
AAON, INC., a Nevada corporation
By /s/ Norman H. Asbjornson
---------------------------
Norman H. Asbjornson,
President
<PAGE 6>
Schedule "1.1"
($15,150,000 Revolving Credit Note)
<PAGE 7>
PROMISSORY NOTE
$15,150,000 Effective Date: June 30, 1997
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, AAON, INC., an Oklahoma
corporation and AAON COIL PRODUCTS, INC., a Texas corporation
(formerly known as CP/AAON, Inc.) (separately and collectively
"Maker"), jointly and severally promise to pay to the order of
BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("Lender"), at its offices
in Tulsa, Oklahoma, the principal sum of FIFTEEN MILLION ONE
HUNDRED FIFTY THOUSAND DOLLARS ($15,150,000), or, if less, the
aggregate sum of advances made by Lender to Maker under the
Second Restated Revolving Credit Agreement ("Credit Agreement")
of even date herewith, as follows:
a. PRINCIPAL. Principal shall be payable on June 30,
1999.
b. INTEREST. Interest shall be payable on the last day of
each month (except for interest on LIBOR Loans which
shall be payable on the last day of the applicable
Interest Period) and at maturity, commencing July 31,
1997, based upon the type of loan and interest rate
related thereto as more specifically described in the
Credit Agreement, which terms are incorporated herein
by reference.
This Note is the "Note" referred to in the Credit Agreement.
Reference is made to the Credit Agreement for provisions for
interest accrual, the interest rate, the payment and prepayment
hereof and for the acceleration of the maturity hereof, all of
which are incorporated herein and made a part hereof. Terms
defined in said Credit Agreement are used herein as therein
defined.
All payments under this Note shall be made in legal tender
of the United States of America or in other immediately available
funds at Lender's office described above, and no credit shall be
given for any payment received by check, draft or other
instrument or item until such time as the holder hereof shall
have received credit therefor from the holder's collecting agent
or, in the event no collecting agent is used, from the bank or
other financial institution upon which said check, draft or other
instrument or item is drawn.
From time to time the maturity date of this Note may be
extended or this Note may be renewed, in whole or in part, or a
new note of different form may be substituted for this Note
and/or the rate of interest may be changed, or changes may be
made in consideration of loan extensions, and the holder, from
time to time, may waive or surrender, either in whole or in part,
any rights, guarantees, security interests or liens given for the
benefit of the holder in connection herewith; but no such
occurrences shall in any manner affect, limit, modify or
otherwise impair any rights, guarantees or security of the holder
not specifically waived, released or surrendered in writing, nor
shall any maker, guarantor, endorser or any person who is or
might be liable hereon, either primarily or contingently, be
released from such liability by reason of the occurrence of any
such event. The holder hereof, from time to time, shall have the
unlimited right to release any person who might be liable hereon;
and such release shall not affect or discharge the liability of
any other person who is or might be liable hereon.
<PAGE 8>
The Maker and any endorsers, guarantors and sureties hereby
severally waive protest, presentment, demand, and notice of
protest and nonpayment in case this Note or any payment due
hereunder is not paid when due; and they agree to any renewal,
extension, acceleration, postponement of the time of payment,
substitution, exchange or release of collateral and to the
release of any party or person primarily or contingently liable
without prejudice to the holder and without notice to the Maker
or any endorser, guarantor or surety. Maker and any guarantor,
endorser, surety or any other person who is or may become liable
hereon will, on demand, pay all costs of collection, including
reasonable attorney fees of the holder hereof in attempting to
enforce payment of this Note and reasonable attorney fees for
defending the validity of any document securing this Note as a
valid first and prior lien.
This Note is given for an actual loan of money for business
purposes and not for personal, agricultural or residential
purposes, and is executed and delivered in the State of Oklahoma
and shall be governed by and construed in accordance with the
laws of the State of Oklahoma. This Note is an increase and
extension of the $12,150,000 Promissory Note dated effective
July 1, 1996.
AAON, INC., an Oklahoma corporation
By /s/ Norman H. Asbjornson
---------------------------
Norman H. Asbjornson,
President
AAON COIL PRODUCTS, INC.,
a Texas corporation (formerly
known as CP/AAON, Inc.)
By /s/ Norman H. Asbjornson
---------------------------
Norman H. Asbjornson,
President
<PAGE 9>
Schedule "2.5(A)"
(UCC-1 -- AAON Coil - Oklahoma)
<PAGE 10>
STATE OF OKLAHOMA
AMENDED FINANCING STATEMENT
FORM UCC-1
"Debtor" "Secured Party"
AAON COIL PRODUCTS, INC., BANK OF OKLAHOMA, NATIONAL
a Texas corporation, formerly known ASSOCIATION
as CP/AAON, Inc. 7 East 2nd Street
2425 South Yukon Tulsa, Oklahoma 74172
Tulsa, Oklahoma 74107
This Financing Statement hereby amends the financing statement
No. __________ to reflect the change in name of the Debtor.
File with: Oklahoma County Clerk, State of Oklahoma.
"Debtor" "Secured Party"
AAON COIL PRODUCTS, INC., BANK OF OKLAHOMA,
formerly known as CP/AAON, Inc. NATIONAL ASSOCIATION
By By /s/ Denise L. Maltby
----------------------------- ----------------------
Name Denise L. Maltby,
--------------------------- Vice President
Title
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<PAGE 11>
Schedule "2.5(B)"
(UCC-1 -- AAON Coil - Texas)
<PAGE 12>
STATE OF TEXAS
AMENDED FINANCING STATEMENT
FORM UCC-1
"Debtor" "Secured Party"
AAON COIL PRODUCTS, INC., BANK OF OKLAHOMA, NATIONAL
a Texas corporation, formerly known ASSOCATION
as CP/AAON, Inc. 7 East 2nd Street
2425 South Yukon Tulsa, Oklahoma 74172
Tulsa, Oklahoma 74107
This Financing Statement hereby amends the financing statement
No. to reflect the change in name of the Debtor.
File with: Secretary of State, State of Texas.
"Debtor" "Secured Party"
AAON COIL PRODUCTS, INC., BANK OF OKLAHOMA,
formerly known as CP/AAOn, Inc. NATIONAL ASSOCIATION
By By /s/ Denise L. Maltby
----------------------------- ------------------------
Name Denise L. Maltby,
--------------------------- Vice President
Title
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