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): July 7, 1999
AAON, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-18336-LA 87-0448736
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(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
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Item 5. Other Events.
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On July 7, 1999, the amendment of Registrant's Articles of
Incorporation approved at its Annual Meeting of Stockholders on May
25, 1999, was filed in the Office of the Secretary of State, State of
Nevada.
Registrant executed the Third and Fourth Amendments to Second Restated
Revolving Credit Loan Agreement on September 9 and November 9, 1999,
respectively.
Item 7. Financial Statements and Exhibits.
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(c) A copy of new Article XIV of Registrant's Articles of
Incorporation is filed herewith as Exhibit 1.
Copies of the Third and Fourth Amendments to Second Restated
Revolving Credit Loan Agreement are filed herewith as Exhibit 2
and Exhibit 3, respectively.
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: March 17, 2000 By: /s/ John B. Johnson, Jr.
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John B. Johnson, Jr., Secretary
<PAGE>
Exhibit 1
ARTICLE XIV
LIABILITY OF DIRECTORS
No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director or officer, except
for liability (i) for acts or omissions that involve
intentional misconduct, fraud or a knowing violation of law
or (ii) for the payment of distributions in violation of
Section 78.300 of the Nevada General Corporation Law. If the
Nevada General Corporation Law hereafter is amended to
authorize the further elimination or limitation of the
liability of directors or officers, then the liability of a
director or officer of the Corporation, in addition to the
limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended
Nevada General Corporation Law. Any repeal or modification
of this Section by the stockholders of the Corporation shall
be prospective only and shall not adversely affect any
limitation on the personal liability of a director or
officer of the Corporation existing at the time of such
repeal or modification.
<PAGE 1>
Exhibit 2
THIRD AMENDMENT TO
SECOND RESTATED REVOLVING CREDIT LOAN AGREEMENT
This Third Amendment to Second Restated Revolving Credit Loan Agreement
("Amendment") is made and entered into effective this 9th day of September,
1999, by and among 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
("Bank").
RECITALS
A. Reference is made to the Second Restate Revolving Credit Loan Agreement
of Sale dated effective July 1, 1996, which was amended by the Amendment One
dated June 30, 1997, and by the Amendment Two to Second Restated Revolving
Credit Loan Agreement dated effective June 30, 1998, both between Borrower and
Bank (as amended, the "Credit Agreement"), pursuant to which currently exists a
$15,150,000 Revolving Line. Terms used herein shall have the meanings given in
the Credit Agreement, unless otherwise defined herein.
B. Borrower has requested Bank to extend the maturity date of the
$15,150,000 Revolving Line to August 31, 2001, and to release the Collateral
which currently secures payment of the Note; and Bank has agreed to accommodate
such request, subject to the terms and conditions set forth below.
AGREEMENT
For valuable consideration received, it is agrees as follows:
1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
A. Section 3 (Security) and Section 3.2 of the Credit
Agreement are hereby deleted; and in connection herewith, Bank hereby
acknowledges and agrees that all security interests and other liens
granted by Borrower to Bank to secure payment of the Note and other
Obligations under the Credit Agreement and security agreements are
hereby released; provided, however, that the foregoing release shall
not affect any statutory or other rights of setoff which may exist in
favor of Bank.
B. Section 1.36 (Note) of the Credit Agreement shall now
mean and read the $15,150,000 Revolving Credit Note of even date
herewith, which matures August 31, 2001.
<PAGE 2>
2. Release Documents. In connection with the release of the
Collateral, Bank shall deliver appropriate termination statements for UCC-1
financing statements to Borrower, or at Borrower's direction, to proceed to
process such termination statements through the appropriate filing offices, in
order to evidence a termination of all financing statements executed and filed
in connection with the Credit Agreement.
3. Conditions for Extension of $15,150,000 Revolving Line. As a
condition for the extension of the $15,150,000 Revolving Line to August 31,
2001, the following shall be satisfied:
A. Borrower shall execute and deliver to Bank a $15,150,000
Promissory Note in form and content as set forth in Schedule "3.1"
attached hereto, which constitutes an extension, renewal and change of
form of the $15,150,000 Promissory Note dated effective June 30, 1997.
B. Borrower hereby represents and certifies to Bank that (i)
no Initial Default or Matured Default exists under the Credit
Agreement, and all representations and warranties set forth therein
remain true and correct in all material respects as of the date
hereof, and (ii) all schedules attached the Credit Agreement remain
true and correct, except as otherwise disclosed on Schedule "3.2"
attached hereto.
4. Ratification of Documents. Borrower hereby ratifies and confirms
the Credit Agreement and the Note, as extended hereby, and agrees that they
remain in full force and effect, enforceable in accordance with their terms.
5. Ratification of Guaranty. Aaon, Inc., a Nevada corporation, hereby
ratifies and confirms the Guaranty Agreement dated effective July 1, 1996, and
expressly hereby consents to the release of the Collateral, and acknowledges and
agrees that the Guaranty shall remain in full force and effect notwithstanding
such release, with the understanding by the Guarantor that the Bank would not
consent to the release of the Collateral without, inter alia, Guarantor's
ratification of its Guaranty. Guarantor further acknowledges and agrees that the
Guaranty Agreement is amended to reflect that the term "Note" described therein
shall now mean and read the $15,150,000 Promissory Note of even date herewith,
together with extensions, renewals and changes in form thereof.
6. Binding Effect. This Amendment shall be governed by and construed
in accordance with the laws of the State of Oklahoma, and shall inure to the
benefit of the parties hereto, their successors and assigns.
7. Costs, Expenses and Fees. Borrower hereby agrees to pay the
reasonable costs, expenses and fees of Bank incurred in connection with the
preparation of this document and all related instruments, documents and
agreements.
<PAGE 3>
"Bank"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Robert D. Mattax
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Robert D. Mattax, Senior Vice President
"Borrower"
AAON, INC., an Oklahoma corporation
By: /s/ Norman H. Asbjornson
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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
"Guarantor"
AAON, INC., an Oklahoma corporation
By: /s/ Norman H. Asbjornson
-------------------------------
Norman H. Asbjornson, President
<PAGE 4>
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
The foregoing instrument was acknowledged before me this 10th day of
September, 1999, by Robert D. Mattax, Senior Vice President of Bank of Oklahoma,
National Association.
My Commission Expires:
/s/ Kathy I. Sheffield
-------------------------
May 28, 2001 Notary Public
[S E A L]
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
The foregoing instrument was acknowledged before me this 10th day of
September, 1999, by Norman H. Asbjornson, President of Aaon, Inc., an Oklahoma
corporation, and President of Aaon Coil Products, Inc., a Texas corporation
(formerly known as CP/Aaon, Inc., an Oklahoma corporation).
My Commission Expires:
/s/ Kathy I. Sheffield
-------------------------
May 28, 2001 Notary Public
[S E A L]
<PAGE>
Schedule "3.1"
($15,150,000 Promissory Note)
<PAGE>
Schedule "3.2"
<PAGE 1>
PROMISSORY NOTE
$15,150,000 Effective Date: September 9, 1999
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 August 31, 2001.
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 October 1, 1999, 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
<PAGE 2>
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.
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 $15,150,000 Promissory Note dated effective June 30, 1997.
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 1>
Exhibit 3
FOURTH AMENDMENT TO
SECOND RESTATED REVOLVING CREDIT LOAN AGREEMENT
This Fourth Amendment to Second Restated Revolving Credit Loan Agreement
("Amendment") is made and entered into effective this 9th day of October, 1999,
by and among 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
("Bank").
RECITALS
A. Reference is made to the Second Restate Revolving Credit Loan Agreement
of Sale dated effective July 1, 1996, which was amended by the Amendment One
dated June 30, 1997, by the Amendment Two to Second Restated Revolving Credit
Loan Agreement dated effective June 30, 1998, and the Third Amendment to Second
Restated Revolving Credit and Loan Agreement all between Borrower and Bank (as
amended, the "Credit Agreement"), pursuant to which currently exists a
$15,150,000 Revolving Line. Terms used herein shall have the meanings given in
the Credit Agreement, unless otherwise defined herein.
B. Borrower has requested Bank to amend certain terms of the Credit
Agreement and Bank has agreed to accommodate such request, subject to the terms
and conditions set forth below.
AGREEMENT
For valuable consideration received, it is agrees as follows:
8. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
A. Section 7.5 (Dividends) is hereby amended to delete the last
sentence thereof and replace it with the following: "Notwithstanding
the foregoing, Borrower may repurchase up to ten percent (10%) of the
Borrower's currently outstanding common stock on or before September
15, 2001."
B. Section 8.5 (Capital Expenditures) is hereby deleted and
replaced with the following:
"8.5 Capital Expenditures. The Borrowers agree not to make or commit
to make any capital expenditure during any fiscal year for the
acquisition, construction, expansion or improvement of capital assets
(whether owned or leased or otherwise) when combined with the capital
expenditures of AAON (Nevada) for such period which, if made in the
<PAGE 2>
applicable period for delivery and payment and combined with payments
of commitments by AAON (Nevada) for such period, would result in
expenditures in excess of the following limitations: (i) $8,000,000
aggregate during the fiscal year ending December 31, 1999; (ii)
$6,000,000 aggregate during the fiscal year ending December 31, 2000;
and (iii) thereafter, $3,500,000 aggregate during any fiscal year."
9. Ratification of Documents. Borrower hereby ratifies and confirms
the Credit Agreement and the Note, and agrees that they remain in full force and
effect, enforceable in accordance with their terms.
10. Ratification of Guaranty. Aaon, Inc., a Nevada corporation, hereby
ratifies and confirms the Guaranty Agreement dated effective July 1, 1996, and
acknowledges and agrees that the Guaranty shall remain in full force and effect
notwithstanding the amendments to the Credit Agreement in Section 1, above.
11. Binding Effect. This Amendment shall be governed by and construed
in accordance with the laws of the State of Oklahoma, and shall inure to the
benefit of the parties hereto, their successors and assigns.
12. Costs, Expenses and Fees. Borrower hereby agrees to pay the
reasonable costs, expenses and fees of Bank incurred in connection with the
preparation of this document and all related instruments, documents and
agreements.
"Bank"
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
By: /s/ Robert D. Mattax
----------------------------
Robert D. Mattax, Senior Vice President
"Borrower"
AAON, INC., an Oklahoma corporation
By: /s/ Norman H. Asbjornson
----------------------------
Norman H. Asbjornson, President
<PAGE 3>
AAON COIL PRODUCTS, INC., a Texas corporation
(formerly known as CP/AAON, Inc.)
By: /s/ Norman H. Asbjornson
----------------------------
Norman H. Asbjornson, President
"Guarantor"
AAON, INC., an Oklahoma corporation
By: /s/ Norman H. Asbjornson
----------------------------
Norman H. Asbjornson, President
