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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): October 27, 1997
ALLIANT TECHSYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10582 41-16726904
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
600 SECOND STREET N.E.
HOPKINS, MINNESOTA 55343-8384
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (612) 931-6000
NOT APPLICABLE
(Former name, former address and former fiscal year if changed from last
report)
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Item 5. Other Events.
(a) Effective November 10, 1997, the registrant has entered into an
Amendment No. 1 to Amended and Restated Credit Agreement, a copy of which is
attached hereto as Exhibit 4.
(b) The registrant is a defendant in a patent infringement case
brought by Thiokol Corporation, which the registrant believes is without
merit. The complaint does not quantify the amount of damages sought. Through
its analysis of an October 27, 1997 court filing, the registrant now believes
that, based on an economist's expert testimony, Thiokol may seek lost
profits, interest and costs of approximately $260 million. The registrant
continues to defend the case vigorously and has filed a motion for summary
judgment asserting the invalidity of the subject patent based upon a sale of
the subject materials by Thiokol more than one year prior to the filing of
its patent application. Even if the registrant is found liable, it believes
that damages should be based upon a reasonable royaltay of less than $5
million. In the judgment of the registrant's management, the case will not
have a material adverse effect upon the registrant's future financial
condition or results of operations. However, there can be no assurance that
the outcome of the case will not have a material adverse effect on the
registrant.
The case, captioned "Thiokol Corporation vs. Alliant Techsystems Inc.
and Hercules Incorporated," was filed in the United States District Court for
the District of Delaware on November 15, 1995 and a non-jury trial is
scheduled to commence in December 1997 if the registrant's summary judgment
motion is not granted. Thiokol alleges that the rocket motor insulation used
by the registrant in certain rocket motors infringes a patent owned by
Thiokol. The complaint also seeks a trebling of any damages that may be
awarded based upon an allegation of deliberate and willful infringement.
Item 7. Financial Statements and Exhibits.
(a) None.
(b) None.
(c) Exhibits.
Exhibit No. Description of Exhibit
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4 Amendment dated as of November 7, 1997 to the Amended
and Restated Credit Agreement dated as of March 15,
1995 as amended and restated as of November 14, 1996
among the registrant, the Lenders party thereto,
Morgan Guaranty Trust Company of New York, as
Documentation Agent and The Chase Manhattan Bank as
Administrative Agent
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 thereunto duly authorized.
ALLIANT TECHSYSTEMS INC.
Date: November 14, 1997
By: /s/ Charles H. Gauck
Name: Charles H. Gauck
Title: Secretary
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ALLIANT TECHSYSTEMS INC.
FORM 8-K
EXHIBIT INDEX
The following exhibits are filed herewith electronically or incorporated
herein by reference. The applicable Securities and Exchange Commission File
Number is 1-10582.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
- ------- ---------------------- ----------------
<S> <C> <C>
4 Amendment dated as of November 7, 1997 to Filed herewith electronically
the Amended and Restated Credit Agreement
dated as of March 15, 1995 as amended and
restated as of November 14, 1996 among the
registrant, the Lenders party thereto,
Morgan Guaranty Trust Company of New York,
as Documentation Agent and The Chase
Manhattan Bank as Administrative Agent
</TABLE>
<PAGE>
Exhibit 4
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of November 7, 1997 to the Amended and Restated Credit
Agreement dated as of March 15, 1995 as amended and restated as of November
14, 1996 (the "CREDIT AGREEMENT") among ALLIANT TECHSYSTEMS INC. (the
"BORROWER"), the LENDERS party thereto (the "LENDERS"), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "DOCUMENTATION AGENT") and
THE CHASE MANHATTAN BANK as Administrative Agent (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
permit the Borrower to make certain additional Restricted Payments and to
revise certain other provisions thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENT OF SPECIFIED ONE-TIME AMOUNTS. The definition of
"Specified One-Time Amounts" in Section 1.01 of the Credit Agreement is
amended to read in full as follows:
"SPECIFIED ONE-TIME AMOUNTS" means, at any date or for any period, (i)
the sum of (A) $50,000,000 aggregate amount of Restricted Payments made or
declared after the Original Closing Date and on or prior to November 1,
1997 and (B) up to $60,000,000 aggregate amount of Restricted Payments made
or declared after November 1, 1997 pursuant to clause (ii)(C) of Section
5.15, in each case in this clause (i) solely pursuant to and in accordance
with this Agreement, (ii) the amount of restructuring charges by the
Borrower and its Consolidated Subsidiaries taken in the fiscal quarter
ending March 31, 1995 (but in no event greater than $38,000,000 in the
aggregate) with respect to employee severance costs, certain employee
benefit related liabilities and facilities consolidation, and (iii) the
aggregate amount of charges (not to exceed $8,000,000) attributable to
early extinguishment of up to $50,000,000 aggregate stated principal amount
of Subordinated Notes (including, without limitation, premium over par
value plus unamortized debt issuance costs).
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SECTION 3. AMENDMENT OF RESTRICTED PAYMENTS COVENANT. Section 5.15 of the
Credit Agreement is amended to read in full as follows:
SECTION 5.15. RESTRICTED PAYMENTS. Neither the Borrower nor any
Subsidiary will declare or make any Restricted Payment other than:
(i) any Restricted Payments required to be made by the
Borrower pursuant to the terms of employee benefit plans and stock
options, in each case as in effect on the Original Closing Date and
as modified thereafter, PROVIDED that the aggregate amount of
Restricted Payments permitted by this clause (i) shall not exceed
$10,000,000; and
(ii) any Restricted Payments made or declared after the
Effective Date to the extent that immediately after giving effect
thereto (x) no Default shall have occurred and be continuing and
(y) the aggregate amounts of all such Restricted Payments made or
declared pursuant to this clause (ii) does not exceed (A)
$10,841,000 (which is the unused amount as of the Effective Date of
the basket provided under Section 5.15(iii) of the Agreement as in
effect immediately prior to the Effective Date) PLUS (B) up to
$50,000,000 aggregate amount of Restricted Payments made or
declared after November 1, 1997 of the type referred to in clause
(iii) of the definition of Restricted Payment PLUS (C) up to
$60,000,000 of Restricted Payments made or declared after November
1, 1997 of the type referred to in clause (ii) of the definition of
Restricted Payment PLUS (D) the excess of 50% of positive
Consolidated Net Income for each fiscal quarter commencing after
March 31, 1997 and ending at the end of the most recent fiscal
quarter ended on or prior to the relevant date of determination
hereof OVER 100% of Consolidated Net Income for each such fiscal
quarter for which Consolidated Net Income is negative PLUS (E) 100%
of the aggregate net cash proceeds received by the Borrower from
any Person (other than a Subsidiary) as a capital contribution to
the Borrower or from the issue or sale (other than to a
Subsidiary), after the Effective Date of capital stock of the
Borrower.
SECTION 4. AMENDMENT OF MINIMUM CONSOLIDATED NET WORTH COVENANT.
Section 5.20 is amended to read in full as follows:
SECTION 5.20. MINIMUM CONSOLIDATED NET WORTH. Consolidated Net Worth
shall at no time be less than the sum of (i) $142,696,000 PLUS (ii) (A) 80%
of cumulative Consolidated Net Income for each fiscal quarter beginning
after March 31, 1995 and ending on or prior to September 28, 1997 PLUS (B)
50% of cumulative Consolidated Net Income for each fiscal quarter beginning
after September 28, 1997 and ending on or prior to the relevant date of
determination hereof, but in each case in this clause (ii), only to the
extent that Consolidated Net Income for each such fiscal quarter or other
period is positive PLUS (iii) (A) 80% of the increase in consolidated
stockholders' equity of the Borrower from any Equity Issuances by the
Borrower after March 31, 1995 and prior to September 28, 1997 PLUS (B) 50%
of the increase in consolidated stockholders' equity of the Borrower from
any Equity Issuances by the Borrower after September 28, 1997.
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SECTION 5. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 8. EFFECTIVENESS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") when the Documentation Agent shall have
received from each of the Borrower and the Required Lenders a counterpart
hereof signed by such party or facsimile or other written confirmation (in
form satisfactory to the Documentation Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALLIANT TECHSYSTEMS INC.
By /s/ Galen K. Johnson
Title: Vice President and Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Diana H. Imhof
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ James B. Treger
Title: Vice President
NATIONSBANK, N.A.
By /s/ Valerie C. Mills
Title: Senior Vice President
CREDIT LYONNAIS CHICAGO
BRANCH
By /s/ Mary Ann Klemm
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Therese E. Fontaine
Title: Vice President
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THE BANK OF NEW YORK
By /s/ Richard A. Raffetto
Title: Vice President
CITICORP USA, INC.
By /s/ Walter Larsen
Title: Attorney-in-fact
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By /s/ Sheryl L. Paynter
Title: Associate
By /s/ Robert M. Wood Jr.
Title: Director
FIRST BANK NATIONAL
ASSOCIATION
By /s/ Elliot J. Jaffee
Title: Vice President
MELLON BANK, N.A.
By /s/ Martin J. Randal
Title: Banking Officer
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BANK OF MONTREAL
By
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Title:
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
Title: Senior Manager, Loan Operations
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ J. Garland Smith
Title: Managing Director
THE MITSUBISHI TRUST AND
BANKING CORPORATION,
CHICAGO BRANCH
By /s/ Nobuo Tominaga
Title: Chief Manager
COMERICA BANK
By /s/ Phillip A. Coosaia
Title: Vice President
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COMMERZBANK
AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By
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Title:
By
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Title:
NATIONAL CITY BANK
By /s/ Andrew J. Walshaw
Title: Asst. Vice President
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By
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Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By /s/ Ken-Ichiro Kobayashi
Title: Joint General Manager
U.S. NATIONAL BANK OF OREGON
By /s/ Elliot J. Jaffee
Title: Vice President
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MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By
--------------------------
Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
Title: Senior Vice President and
Director
