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FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File #1-10459
GENEVA STEEL COMPANY
(Exact name of registrant as specified in its charter)
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UTAH 93-0942346
(State of Incorporation) (I.R.S. Employer Identification No.)
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10 South Geneva Road
Vineyard, Utah
(Address of principal executive offices)
84058
(Zip Code)
Registrant's telephone number, including area code: (801) 227-9000
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 X No _____
Indicate the number of shares outstanding of each class of the issuer's common
stock, as of the latest practicable date.
13,050,823 and 20,989,688 shares of Class A and Class B common stock,
respectively, outstanding as of July 22, 1994.
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Part II of the Registrant's Quarterly Report on Form 10-Q and the related
Exhibit Index are hereby amended by filing as an exhibit thereto the
Fourteenth Amendment to the Revolving Credit Agreement, as indicated below.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
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Exhibit Filed
Number Exhibit Herewith
------ --------------- --------
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10.1 Agreement for Sale and Purchase of Coke
between the Company and Pacific Basin Resources,
a division of Oxbow Carbon and Minerals, Inc.,
dated April 29, 1994.Dagger
10.2 Fourteenth Amendment to Revolving Credit X
Agreement dated as of June 30, 1994 among
the Company, Citibank, N.A. and Citicorp USA, Inc.
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_______
Dagger Previously filed.
(b) Reports on Form 8-K.
The Company has not filed any reports on Form 8-K during the three
months ended June 30, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to the quarterly report to be
signed on its behalf by the undersigned thereunto duly authorized.
GENEVA STEEL COMPANY
By: \s\ DENNIS L. WANLASS
_______________________________
Dennis L.Wanlass, Vice President,
Treasurer and Chief Financial
Officer
Dated: September 2, 1994
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GENEVA STEEL COMPANY
EXHIBIT INDEX
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Regulation S-K Filed
Exhibit No. Description Herewith
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10.2 Fourteenth Amendment to Revolving Credit X
Agreement dated as of June 30, 1994 among
the Company, Citibank, N.A. and Citicorp
USA, Inc.
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EXHIBIT 10.2
FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Fourteenth Amendment to Revolving Credit Agreement (this "Amendment"), dated
as of June 30, 1994, in respect of and to that certain Revolving Credit
Agreement, dated as of April 29, 1992 (as amended by this Amendment and as the
same shall have been heretofore or shall be hereafter amended, modified or
supplemented, the "Credit Agreement", and the terms defined therein and not
otherwise defined herein being used herein as therein defined), among Geneva
Steel Company, a Utah corporation (the "Borrower"), the lenders party thereto
(the "Lenders"), Citibank, N.A., as Issuer (the "Issuer") and Citicorp USA,
Inc., as Agent for the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Credit Agreement be amended in
certain respects; and
WHEREAS, the Lenders, the Issuer and the Agent are willing to amend the
Credit Agreement but only on the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to and upon the
satisfaction of the conditions set forth in Section 2 hereof, the Credit
Agreement is hereby amended as follows:
1.1. Section 5.1 of the Credit Agreement is hereby amended by (a) deleting
"3.00:1.0" appearing opposite the date "June 30, 1994", and substituting
therefor "3.15:1.0", (b) deleting "3.00:1.0" appearing opposite the date "July
31, 1994" and substituting therefor "3.30:1.0", and (c) deleting "3.00:1.00"
appearing opposite the date "August 31, 1994", and substituting therefor
"3.35:1.0".
1.2. Section 5.2 of the Credit Agreement is hereby amended by (a) deleting
"$140,000,000 appearing opposite the date "July 31, 1994", and substituting
therefor "135,000,000", and (b) deleting "$140,000,000" appearing opposite the
date "August 31, 1994" and substituting therefor "$133,000,000".
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SECTION 2. Conditions Precedent.
2.1. This Amendment shall become effective (the "Effective Date") if and
when, and only when, the Agent shall have received counterparts of this
Amendment executed by the Borrower, the Agent, the Issuer and the Majority
Lenders, and the Agent shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated as of the
date hereof, in form and substance satisfactory to the Agent and in sufficient
original copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of the
Borrower, evidencing authorization of the Borrower to enter into this Amendment
and the documents, transactions and matters contemplated hereby;
(b) A certificate of the Secretary or an Assistant Secretary of the
Borrower, certifying the names and true signatures of the officers of the
Borrower authorized to execute and deliver this Amendment on behalf of the
Borrower; and
(c) A certificate, signed by a Responsible Officer of the Borrower, stating
that the conditions specified in Section 2.2 hereof have been satisfied.
2.2. The effectiveness of this Amendment is subject to the further
conditions precedent that:
(a) The execution and delivery by the Borrower of this Amendment are not
enjoined, temporarily, preliminarily or permanently;
(b) All costs and accrued and unpaid fees and expenses owing by the Borrower
to the Agent or the Lenders, to the extent due and payable on or prior to the
Effective Date, shall have been paid; and
(c) The following statements shall be true and correct on the Effective Date:
(i) The representations and warranties of the Borrower in each Loan
Document (after giving effect to this Amendment) and in this Amendment
are correct and accurate on and as of the Effective Date, as though
made on and as of the Effective Date; and
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(ii) After giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing.
SECTION 3. Representations and Warranties. In order to induce the Lenders,
the Issuer and the Agent to enter into this Amendment, the Borrower represents
and warrants to the Lenders and the Agent as follows:
3.1. The execution, delivery and performance by the Borrower of this
Amendment and each other document and instrument to be delivered hereunder:
(a) are within the Borrower's corporate powers;
(b) have been duly authorized by all necessary corporate action, including,
without limitation, the consent of shareholders where required;
(c) do not and will not (i) contravene its Articles of Incorporation,
by-laws or other comparable governing documents, (ii) violate any Requirement
of Law (including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System), or any order or decree of any
court or Governmental Authority, (iii) conflict with or result in the breach
of, or constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of the Borrower, or (iv) result in
the creation or imposition of any Lien upon any of the property of the
Borrower; and
(d) do not require the consent, authorization by, or approval of, or notice
to, or filing or registration with, any Governmental Authority or any other
Person, other than those which have been obtained and copies of which have been
delivered to the Agent, each of which is in full force and effect.
3.2. This Amendment has been duly executed and delivered by the Borrower.
3.3. This Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms.
SECTION 4. Miscellaneous.
4.1. This Amendment and the rights of the parties hereto shall be governed
by, and construed in accordance with, the law of the State of New York.
Wherever possible, each provision of this Amendment shall be interpreted in
such a manner as
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to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Amendment.
4.2. Any legal action or proceeding with respect to this Amendment or any
document related hereto may be brought in the courts of the State of New York
or of the United States of America for the Southern District of New York, and,
by execution and delivery of this Amendment, the Borrower hereby accepts, and
submits to, for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens, which any of them may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions. The Borrower
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
4.3. Nothing contained in this Section 4 shall affect the right of the
Agent, any Lender or any holder of a Note to serve process in any manner
permitted by law or commence legal proceedings or otherwise proceed against the
Borrower in any other jurisdiction.
4.4. Each of the parties hereto waives any right it may have to trial by
jury in respect of any litigation based on, or arising out of, under or in
connection with this Amendment, or any course of conduct, course of dealing,
verbal or written statement or action of any party hereto.
4.5. The Section titles contained in this Amendment are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.
4.6. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
4.7. Except as expressly amended by this Amendment, the Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed by an officer thereunto duly authorized, as of the date first above
written.
GENEVA STEEL COMPANY
By: /s/ Dennis L. Wanlass
____________________________
Name: Dennis L. Wanlass
Title: Vice President,
Treasurer and Chief
Financial Officer
CITICORP USA, INC.,
as Agent
By: /s/ Shapleigh B. Smith
_____________________________
Name: Shapleigh B. Smith
Title: Vice President
CITICORP USA, INC.,
as Lender
By: /s/ Shapleigh B. Smith
____________________________
Name: Shapleigh B. Smith
Title: Vice President
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CITIBANK, N.A.,
as Issuer
By: /s/ Shapleigh B. Smith
__________________________
Name: Shapleigh B. Smith
Title: Vice President
BANK ONE, UTAH, N.A.,
as Lender
By: /s/ Stephen A. Cazier
__________________________
Name: Stephen A. Cazier
Title: Vice President
FIRST SECURITY BANK
OF UTAH, N.A., as Lender
By: /s/ Scott M. Eastwood
__________________________
Name: Scott M. Eastwood
Title: Vice President
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