<PAGE> 1<PAGE>
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): June 14, 1996
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Fruehauf Trailer Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10772 38-2863240
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
111 Monument Circle, Suite 3200, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(317)630-3000
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Exhibit Index Appears on Page 4
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Item 5. Other Events.
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The Company is seeking consent, in an Amended
and Restated Consent Solicitation, from the
holders of its 14.75% Senior Secured Notes Due
2002 to certain waivers and amendments to the
Indenture dated as of May 1, 1995 between the
Company and IBJ Schroder Bank & Trust Company,
as Trustee. A copy of this Amended and
Restated Consent Solicitation is attached as
Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(c) Exhibits.
99 Amended and Restated Consent Solicitation
of the Company to the Holders of its
14.75% Senior Secured Notes Due 2002,
dated June 14, 1996.
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SIGNATURE
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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.
FRUEHAUF TRAILER CORPORATION
Date: June 14, 1996 By:/s/Gregory G. Fehr
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Gregory G. Fehr
Corporate Controller
(Principal Accounting
Officer)
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EXHIBIT INDEX
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Pagination by
Sequential
Numbering
Exhibit Description of Exhibit System
- ------- ---------------------- -------
99 Amended and Restated Consent 5
Solicitation of the Company to
the Holders of its 14.75% Senior
Secured Notes Due 2002, dated
June 14, 1996.
<PAGE>
FRUEHAUF TRAILER CORPORATION
111 Monument Circle, Suite 3200
P. O. Box 44913
Indianapolis, Indiana 46244-0913
June 14, 1996
To the Holders of
14.75% Senior Secured Notes Due 2002
of Fruehauf Trailer Corporation:
Re: Amended and Restated Consent Solicitation
-----------------------------------------
On May 3, 1996, Fruehauf Trailer Corporation (the
"Company") initiated a consent solicitation (the "May
Consent Solicitation") to the holders (the "Holders") of
the Company's 14.75% Senior Secured Notes Due 2002 (the
"Senior Notes"), issued pursuant to the Indenture (the
"Indenture"), dated as of May 1, 1995, between the
Company and IBJ Schroder Bank & Trust Company, as
Trustee (the "Trustee"). Since that time, discussions
have occurred among representatives of the Company,
certain Holders (the "Holders' Committee"), the Trustee,
Congress Financial Corporation (Central) ("Congress"),
the lender under the Company's working capital facility
(the "Working Capital Facility"), and K-H Corporation,
the entity from which the Company purchased its business
in 1989 ("KHC"), with respect to the proposals contained
in the May Consent Solicitation. This letter reflects
the agreement in principle reached among such
representatives with respect to such proposals.
This letter (this "Amended and Restated Consent
Solicitation Statement") and the accompanying consent
form (the "Amended and Restated Consent") are referred
to collectively as, and contain all of the terms of, the
"Amended and Restated Consent Solicitation."
Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Indenture or in
the Intercreditor Agreement referred to therein.
Descriptions of the provisions of the Indenture and the
amendments to the Indenture and the Intercreditor
Agreement requested herein are qualified in their
entirety by the Indenture and the forms of Supplemental
Indenture (the "Supplemental Indenture") and amendment
to the Intercreditor Agreement which are attached hereto
as Exhibits A, B and C, respectively, and are
incorporated herein by reference.
Sale Of Foreign Assets
On April 21, 1996, the Company entered into a
non-binding letter of intent, which was amended on May
3, 1996 (as amended, the "Letter of Intent"), with
Private Equity Investors, Inc. (together with its
affiliates and related entities, "PEI") providing for
the sale (the "Foreign Sale") of (i) the Company's
current ownership interest in Societe Europeenne de
Semi-Remorques, S.A., a French corporation, (ii) the
stock or other ownership interests currently owned by
Fruehauf International Limited, a wholly-owned
subsidiary of the Company ("FIL"), in Henred Fruehauf
(PTY) Limited, Henred Fruehauf Properties (PTY) Limited,
<PAGE> 2
Nippon Fruehauf Company Ltd., and F.L.A. Licensing,
L.L.C., (iii) the Company's and FIL's current interests
in certain trademark and technology license agreements
currently operative outside North America (including,
without limitation, all of the Company's and FIL's
rights to any fees payable under any such existing
agreements and any renewals thereof that may be made in
the future), and (iv) all of the Company's current
interest in the trademark, service mark, trade or
corporate name "Fruehauf", and patents and patent
applications, in each case, outside North America.
Pursuant to discussions between the Company and PEI
subsequent to the entry into the Letter of Intent, PEI
is expected to purchase, as part of (and deemed to be
included in the definition of) the Foreign Sale, (a)
certain idle trailer manufacturing equipment owned by
the Company and located in Waverly, Ohio (the "Waverly
Equipment") and (b) the accounts receivable owed the
Company and FIL by U.S. Partec Corporation and U.S.
Partec Licensing, Inc., the Company's Latin American
joint venture partners (the "Partec Receivable"). In
addition, it is expected that the Company and PEI will,
as part of (and deemed to be included in the definition
of) the Foreign Sale, enter into a put-call arrangement
involving the Company's indirect ownership interest in
certain real property located in Germany (the "Sindorf
Property"). It is expected that the sale of the assets
identified in clauses (i), (ii), (iii) and (iv) above
will generate approximately $20 million (before taking
account of certain adjustments contemplated by the
Letter of Intent and before deducting fees and expenses
associated with the Foreign Sale) during June 1996. In
addition, it is expected that the Waverly Equipment and
the Partec Receivable will generate approximately
$850,000 to be held in escrow (subject to documentation
acceptable in form and substance to counsel to the
Holders' Committee) for a period of time not greater
than one year following the completion of the Foreign
Sale. Further, the put-call arrangement involving the
Sindorf Property, to the extent exercised, is expected
to generate between $4 million and $5 million. All of
the assets subject to the Foreign Sale as described in
this paragraph are hereinafter collectively referred to
as the "Portfolio."
Under the Working Capital Facility, the Indenture
and the Intercreditor Agreement (in each case without
giving effect to the waivers and amendments contemplated
hereunder), the Net Cash Proceeds from the Foreign Sale
would be divided as follows: (i) a portion
(approximately $5.4 million) of the Net Cash Proceeds
from the sale of Non-Core Assets in the Portfolio would
be applied to the Permanent Reserve (as defined in the
Intercreditor Agreement), (ii) a portion of the Net Cash
Proceeds resulting from the sale of Core Assets in the
Portfolio would be paid to the Trustee to be held in the
Core Collateral Account and (a) if not used by the
Company for capital expenditures within 180 days of
being credited to the Core Collateral Account or (b) if
an Event of Default then exists, would be used to
repurchase Senior Notes through an Asset Sale Offer,
(iii) 85% of the remaining Net Cash Proceeds resulting
from the sale of Class II Non-Core Assets in the
Portfolio would be deposited with the Trustee to be held
in trust for the Holders and used to repurchase the
Senior Notes through an Asset Sale Offer, and (iv) 15%
of the remaining proceeds resulting from the sale of
Class II Non-Core Assets in the Portfolio would, so long
as no Event of Default then exists, be paid to the
Company for its general corporate purposes.
The Company, the Holders' Committee and Congress
have agreed that the Net Cash Proceeds from the Foreign
Sale be applied as follows: (i) the interest payment on
the Senior Notes scheduled for May 1, 1996 (the "May 1
Payment") in the amount of $4,614,832.50 would be
directly deposited with the Trustee to be held in trust
for the benefit of the Holders and paid to the Holders
by the Trustee as hereinafter set forth, (ii) $156,435
would be directly deposited with the Trustee to be held
in trust for the benefit of the Holders and used to pay
a consent fee (the "Consent Fee") equal to .25% of the
outstanding principal amount of the Senior Notes
($62,574,000) and paid to the Holders by the Trustee as
hereinafter set forth, (iii) $6 million of the Net Cash
Proceeds would be paid directly to Congress for
application to the Working Capital Facility (and
available for re-borrowing by the Company in accordance
with the terms of the Working Capital Facility) but not
applied to the Asset Sale Reserve or used to increase
the Permanent Reserve, (iv) amounts released from the
escrow arrangement referred to above with respect to the
Waverly Equipment and the Partec Receivable, other than
amounts released to PEI, would be paid either to
Congress, if and to the extent there are any Congress
Obligations outstanding on the date of release, for
application to the Congress Obligations and application
to a reserve under the Working Capital Facility, which
would not be available to the Company for re-borrowing,
or to the Trustee and used to make an Asset Sale Offer
and (v) the balance of all other Net Cash Proceeds
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generated from the Foreign Sale (including the proceeds,
if any, received upon the sale of the Sindorf Property
and up to $100,000 held in escrow pending the completion
of certain regulatory approvals for the transfer of
certain assets in the Portfolio) would be directly
deposited with the Trustee to be held in trust for the
benefit of the Holders and used to make an Asset Sale
Offer. The Collateral Agent will have a Lien on the
Company's interest in such escrow, subject to the rights
of Congress therein. The Consent Fee will be fully
earned on the date on or prior to the Expiration Date
(as hereinafter defined) when the requisite Amended and
Restated Consents are received by the Trustee as
contemplated hereby and will be payable at the closing
of the Foreign Sale.
Congress Waivers and Amendments
In connection with the Foreign Sale, Congress and
the Company are expected to enter into an amendment to
the Working Capital Facility pursuant to which, among
other items, Congress is expected to waive the
provisions of the Working Capital Facility to permit the
Foreign Sale to occur substantially as described above.
Such amendment is also expected to require that the
Trustee and the Collateral Agent enter into an amendment
to the Intercreditor Agreement (in form and substance
satisfactory to counsel to the Trustee, the Collateral
Agent and the Holders' Committee): (i) permitting the
portion of Net Cash Proceeds of the Foreign Sale which
are paid to Congress to be applied as set forth above,
(ii) providing that the failure by Congress to increase
the Asset Sale Reserve or the Permanent Reserve with
respect to the portion of the Net Cash Proceeds of the
Foreign Sale as described above will not limit
Congress's ability or right to apply future Net Cash
Proceeds from an Asset Sale to the Permanent Reserve,
and (iii) consenting to an amendment by Congress and the
Company to the Working Capital Facility permitting such
application and such ability. The Company expects to
pay a restructuring fee in the amount of $112,500 to
Congress in connection therewith. In addition, the
Company will pay Congress a forbearance fee of $10,000
at the beginning of each month after August 31, 1996 if
at such time the Permanent Reserve is less than $7.5
million. The consent of the Trustee on behalf of the
Holders is required under the Intercreditor Agreement
with respect to such fees.
The amendment to the Intercreditor Agreement is
also expected to eliminate the Asset Sale Reserve and
provide that the proceeds of any future Asset Sale
(other than the Foreign Sale), whether of Core Assets or
Non-Core Assets, consummated after such amendments
described herein become effective, would be paid to
Congress and applied to the Permanent Reserve up to a
maximum of $7.5 million. Such an amendment also
requires the consent of the Holders since it would
eliminate (until the Permanent Reserve has reached $7.5
million) the Holders' current rights to a share of the
Net Cash Proceeds of Asset Sales of Non-Core Assets.
Indenture Waivers and Amendments
Asset Sale Provision Amendments. The discussions
among the Company, the Holders' Committee and Congress
have also resulted in an agreement in principle
regarding certain additional amendments to the Indenture
as set forth in the Supplemental Indenture. Such
amendments would change how proceeds generated from
Asset Sales by the Company (other than the Foreign Sale)
would be divided among the Holders, Congress and the
Company. As indicated above and pursuant to the
proposed amendment to the Intercreditor Agreement, the
proceeds of any future Asset Sales other than the
Foreign Sale, whether of Core Assets or Non-Core Assets,
will be paid to Congress and applied to the Permanent
Reserve up to a maximum of $7.5 million. Under the
proposed amendments to the Indenture, once the Permanent
Reserve is full, proceeds of Asset Sales will be treated
as described below.
The Indenture and the Collateral Agency Agreement
would be amended to create (i) an Asset Sale Account
(the "Asset Sale Account"), with amounts deposited
therein to be available to the Company under certain
circumstances for the repair, replacement or acquisition
of machinery or equipment substantially related to the
design, manufacture or sale of truck trailers,
components and related parts, and (ii) an Interest
Payment Account (the "Interest Payment Account"), with
amounts deposited therein to be held for application to
the interest payment due under the Senior Notes on
November 1, 1996 (the "November 1 Payment"). These
accounts would be filled with the Net Cash Proceeds from
Asset Sales, without regard to classification as Core or
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Non-Core under the Indenture. The first $0.2 million of
such proceeds would be deposited in the Asset Sale
Account and the next approximately $4.5 million (the
amount required to make the November 1 Payment) of such
proceeds would be deposited in the Interest Payment
Account.
Once the Interest Payment Account has been filled, all
additional Net Cash Proceeds of Asset Sales would be
applied under the Indenture generally as follows:
(a) Proceeds from the sale of Core Assets would be
used to make an Asset Sale Offer;
(b) 85% of the proceeds from the sale of Class II
Non-Core Assets would be used to make an Asset
Sale Offer, with the remaining proceeds
retained by the Company for its general
corporate purposes; and
(c) Proceeds from the sale of Class I Non-Core
Assets would be used to make an Asset Sale
Offer.
Amendments to Mandatory Offer to Repurchase Upon
Change of Control. Section 3.15 of the Indenture
provides that upon certain Change of Control (as defined
in the Indenture) transactions, each Holder has the
right to require the Company to repurchase the Senior
Notes at 101% of the principal amount thereof, plus
accrued and unpaid interest to the date of purchase.
The Company and the Holders' Committee, in discussions
subsequent to the May Consent Solicitation, agreed in
principle that for a Change of Control transaction
occurring on or prior to March 31, 1997, (a) the
repurchase price would be reduced to 100% of the
principal amount plus accrued and unpaid interest and
(b) the Holders would agree to tender all of the then
outstanding Senior Notes. Since the Indenture cannot be
modified to require all Holders to tender their Senior
Notes unless 100% of the Holders sign the Amended and
Restated Consents, it has been determined that other
changes in the Indenture could be made in connection
with a tender by the Company for outstanding Senior
Notes in connection with a Change of Control transaction
occurring on or prior to March 31, 1997 which would make
it more likely that all Holders would so tender their
Senior Notes. Accordingly, in order to reflect this
agreement in the Supplemental Indenture, Section 3.15 is
proposed to be amended so that for Change of Control
transactions occurring on or prior to March 31, 1997,
(a) the repurchase price would be reduced as described
above and (b) on the Change of Control Repurchase Date
(as defined in the Indenture), certain covenants of the
Company in the Indenture would be cancelled and have no
further force or effect. These covenants include
limitations on Debt, Liens, Restricted Payments,
Subsidiaries and Transactions with Affiliates.
K-H Corporation. On April 19, 1996, the Company
entered into a letter agreement with KHC, pursuant to
which, among other things, KHC agreed to purchase an
initial $5.5 million interest, and agreed to purchase an
additional $1.0 million interest upon successful
completion of this Amended and Restated Consent
Solicitation, in the Working Capital Facility (the
"Funding"). The initial $5.5 million portion of the
Funding was consummated on April 25, 1996. While the
completion of the Funding did not require the consent of
the Holders, as described in the May Consent
Solicitation, Congress has requested, and the Company
has agreed to solicit, the consent of the Holders to the
Funding and the treatment of such Funding.
As part of the discussions subsequent to the May
Consent Solicitation, KHC has agreed to loan at least
$3.5 million to the Company and may, in its sole
discretion, lend additional amounts to be used to
resolve trailing liabilities for which it may have
contingent liability in accordance with the
documentation referred to below. Pursuant to this
commitment, KHC will determine which trailing
liabilities will be paid with the proceeds of the loans.
These loans will be secured by a Lien on collateral
subordinate to the security interests of Congress, the
Trustee and the Collateral Agent (on behalf of the
Secured Parties, including the Holders) and such loans
will be fully subordinate to the indebtedness of the
Company to Congress and the indebtedness represented by
the Senior Notes. The documentation with respect to
these loans and the subordination provisions with
respect to these loans and Lien shall be acceptable in
form and substance to KHC, the Trustee, the Collateral
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Agent and counsel to the Holders' Committee. Since
these secured loans are not currently permitted by the
Indenture, the consent of the Holders is required to
amend the Indenture to include subordinated loans from
KHC in the definition of "Permitted Debt" and the
security interests related to these loans in "Permitted
Liens."
Settlement of Rebenstock Litigation. In December
1992, a class action complaint was filed against the
Company and several other defendants alleging certain
violations of the United States securities laws. In
1995, as a result of negotiations and with approval by
the court, the case was settled in principle as to the
Company and various other defendants. The Company has
heretofore been unable to finalize the terms of a
portion of the settlement with representatives of the
class. As a part of the discussions subsequent to the
May Consent Solicitation, the Company and the Holders'
Committee have agreed to permit the Company, in
connection with the final settlement of this matter, to
grant to the members of the class subordinated liens in
certain collateral. The subordination provisions with
respect to such liens shall be acceptable in form and
substance to the Trustee, the Collateral Agent and
counsel to the Holders' Committee. As such liens are
not currently permitted under the Indenture, the consent
of the Holders is required to amend the Indenture to
include the liens securing this debt in the definition
of "Permitted Liens."
Miscellaneous Amendments. Finally, the Company and
the Holders' Committee have also agreed in principle to
amend the Indenture to (a) reduce the 30-day interest
payment grace period contained in Section 5.1(a) of the
Indenture to 10 days and (b) reduce the length of time
between the date of an Asset Sale Offer and the Advance
Purchase Date from 60 calendar days to 25 business days
(as such term is defined in Rule 14d-1 promulgated under
Regulation 14D of the Securities Exchange Act of 1934)
for Asset Sale Offers notice of which is to be provided
to the Holders directly by the Company and from 65
calendar days to 30 business days (as such term is
defined in Rule 14d-1 promulgated under Regulation 14D
of the Securities Exchange Act of 1934) for Asset Sale
Offers notice of which is to be provided to the Holders
by the Trustee at the written request of the Company.
Amendments and Waivers to Other Documents
Concerning Jacksonville Shipyards, Inc. As part of
the Security Documents securing the Indenture,
Jacksonville Shipyards, Inc., a wholly-owned subsidiary
of the Company ("Jacksonville"), executed the
Jacksonville Security Agreement which provided in part
that Jacksonville could deal, accept and retain all
payments due under a promissory note executed by
Jacksonville Riverfront Development, Ltd. (the "JSI
Promissory Note"). Such agreement also allows
Jacksonville to transfer the JSI Promissory Note. The
JSI Promissory Note matured on February 16, 1996, and
the maker defaulted on payments of the principal of and
interest then due thereunder. On May 8, 1996,
Jacksonville began foreclosure proceedings on the real
property securing the JSI Promissory Note. On June 12,
1996, the Company received an offer to purchase the JSI
Promissory Note and the related mortgage interest for
$2.6 million. Discussions between Jacksonville and the
proposed purchaser are continuing.
At the time the Jacksonville Security Agreement was
negotiated, the Company intended that payments on the
JSI Promissory Note would be used by Jacksonville to
satisfy its creditors. Jacksonville no longer operates
a business and does not generate any revenue. The
Company also anticipated that the Jacksonville Security
Agreement permitted Jacksonville to transfer the JSI
Promissory Note and use the proceeds resulting from the
transfer for the same purpose, all outside of the
otherwise applicable Asset Sale provisions of the
Indenture, the Intercreditor Agreement and the other
Documents. The Trustee has taken the position that
retaining the proceeds of a transfer (or foreclosure) is
not specifically enumerated in the Indenture or the
Jacksonville Security Agreement. The Company believes
that using the proceeds of the sale of the JSI
Promissory Note or the foreclosure of the real property
securing the JSI Promissory Note to satisfy
Jacksonville's creditors, while not specifically
enumerated, is within the clear general intent of the
Jacksonville Security Agreement. The Company is asking
the Holders to consent to amend the Indenture and the
Jacksonville Security Agreement accordingly.
In addition, Jacksonville recently received an
offer to purchase for approximately $0.3 million certain
real property owned by Jacksonville referred to as
"Jacksonville-Mayport" on Part II of Exhibit C to the
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Indenture and located on Mayport Road, Jacksonville,
Florida ("Jacksonville-Mayport") which proceeds, without
giving effect to the amendments and waivers described
herein, would be paid to Congress for application to the
Permanent Reserve. Although Jacksonville-Mayport was
not specifically considered for treatment similar to
that of the JSI Promissory Note at the time the
Jacksonville Security Agreement was negotiated, it is
the Company's view that proceeds from the sale of
Jacksonville-Mayport should be similarly retained by
Jacksonville and used to satisfy its creditors.
Congress has agreed to this treatment, and the Holders
are also being asked to confirm this treatment.
Debt Modification Agreement. In connection with
the execution of the Indenture, the Company, certain of
its subsidiaries (including Fruehauf Holdings
Corporation ("Newco")), and the lenders under the then
existing Credit Agreement entered into a Debt
Modification and Restructure Agreement dated as of May
1, 1995 (the "Debt Modification Agreement") pursuant to
which, among other things, the Company and Newco agreed
that under certain conditions either (a) Newco would be
merged into the Company or (b) the maturity of (i) the
Notes (the "Sakura Notes") issued under the Indenture
dated July 11, 1989 between the Company and Mitsui
Finance Trust Company of New York (predecessor to Sakura
Trust Company ("Sakura")) as amended and restated as of
September 26, 1990 (the "Sakura Indenture") and (ii) a
Note, dated September 28, 1990 (the "Newco Note"), in
the aggregate principal amount of $65 million, executed
by Newco in favor of the Company, would be extended.
In September 1990, in connection with the purchase
by Newco of all of the then outstanding Sakura Notes
(which purchase was funded indirectly through the then
existing Credit Agreement), the Sakura Indenture was
amended, but remained in place as intercompany debt.
For certain technical reasons, one of the conditions in
the Debt Modification Agreement to the merger of Newco
into the Company has not yet occurred, although the term
of the Sakura Notes and the Newco Note was extended as
between the Company and Newco. Nevertheless, the
Company and the Trustee agree that the original
rationale to maintain the Sakura Indenture as
intercompany debt no longer exists.
Therefore, the Company is seeking the consent of
the Holders to: (a) authorize the Trustee to consent to
the merger of Newco with and into the Company, and
(b) authorize the Trustee, upon the effectiveness of
such merger and notwithstanding anything to the contrary
contained in any Document or the Debt Modification
Agreement, so long as no petition under the Bankruptcy
Code has then been filed by or against the Company, to
take all action that may be necessary or desirable
(including but not limited to giving instructions to
Sakura) to release all Liens on account of the Sakura
Notes and the Newco Note and to terminate the
Hypothecation Agreement and the Sakura Indenture. The
Newco Note and the Sakura Notes will terminate by
operation of law.
Other Matters
Board of Directors. As a result of discussions
with the Holders' Committee and in consideration of the
consents requested herein, the Company has agreed to
increase by two the number of directors on its Board of
Directors and to appoint Messrs. Chriss Street and Worth
Frederick to fill such vacancies by the Expiration Date.
The Company has agreed to pay each of Messrs. Street and
Frederick a one time advisory fee of $5,000.
Representations of the Company. In consideration
of the amendments and waivers requested herein, the
Company will make the following representations and
warranties to the Holders in a separate letter agreement
to be executed in connection with the transactions
contemplated hereby:
- The Company is, and will continue to
be, undertaking the orderly sale of
assets or actively exploring business
combinations.
<PAGE> 7
- The Company does not have any
unencumbered assets.
- The Senior Notes are fully secured.
- The security interests in favor of the
Collateral Agent or the Trustee created
pursuant to any of the Security
Documents are valid, enforceable and
have been perfected in accordance with
the applicable provisions of the
Uniform Commercial Code and all other
applicable laws against creditors of
and purchasers from the Company or its
Subsidiaries, as the case may be.
- In the event of the filing of a
petition under the Bankruptcy Code by
or against the Company, the Company
will attempt to (x) provide that
interest on the Senior Notes is paid on
a current basis and (y) ensure that the
fees and expenses of the Trustee and
Collateral Agent and the expenses of
the Holders' Committee and any
creditors committee on which
representatives of the Holders or the
Trustee may serve (including in each
case, attorneys' fees and expenses) are
paid on a current basis.
The Company has received correspondence from counsel to
Congress to the effect that Congress may not permit the
payments identified in clauses (x) and (y) above. The
judge presiding over any such bankruptcy proceedings
will make a final decision on this issue.
GENERAL PROVISIONS OF AMENDED AND RESTATED CONSENT
SOLICITATION; PAYMENT TO HOLDERS OF MAY 1 PAYMENT
AND CONSENT FEE
General Terms of Solicitation
In order to effect the proposed waivers and
amendments requested hereby, Holders of at least a
majority of the outstanding aggregate principal amount
of the Senior Notes must consent to such waivers and
amendments by properly completing, executing and
delivering Amended and Restated Consents in the form
requested hereby to the Trustee at its address specified
in the return envelope enclosed herewith. Enclosed is a
form of Amended and Restated Consent to be executed and
delivered by each of the Holders. There are presently
issued and outstanding $62,574,000 aggregate principal
amount of the Senior Notes. Accordingly, the requested
waivers and amendments must be approved by the Holders
of more than $31,287,000 aggregate principal amount of
the Senior Notes. Holders of the Senior Notes who wish
to consent with respect to the requested waivers and
amendments must consent to all of the proposed waivers
and amendments.
This Amended and Restated Consent Solicitation
Statement is being sent to all Holders as reflected in
the records of the Trustee as of April 22, 1996 (the
"Record Date"). The Record Date shall also be the
record date for the May 1 Payment and the Consent Fee.
Notwithstanding the provisions of Section 2.4(d) of the
Indenture with respect to payment of defaulted interest,
the May 1 Payment shall be paid by the Trustee as soon
as practicable after receipt from the Company, to the
registered Holders of the Senior Notes as of the Record
Date and otherwise in accordance with the applicable
provisions of the Indenture. The Consent Fee shall be
paid by the Trustee as soon as practicable after receipt
from the Company, pro rata to the registered Holders of
the Senior Notes as of the Record Date, whether or not
such Holder has executed and delivered the Amended and
Restated Consent. The Trustee may treat this Amended
and Restated Consent Solicitation Statement as notice
from the Company of the Record Date. The expiration date
for this Amended and Restated Consent Solicitation is
5:00 p.m., New York City time, on June 25, 1996, unless
extended by the Company (with the consent of the
Holders' Committee) upon notice to the Trustee (the
"Expiration Date").
The form of Amended and Restated Consent
contemplates that the Trustee and/or the Collateral
Agent will be authorized to enter into the Supplemental
Indenture, substantially in the form attached hereto as
<PAGE> 8
Exhibit B, or in any other form which may be used to
effectuate the matters referred to herein, amending
certain provisions of the Indenture and the Collateral
Agency Agreement, and that the Trustee and/or the
Collateral Agent will be authorized to enter into (i) an
amendment to the Intercreditor Agreement, substantially
in the form attached hereto as Exhibit C, and (ii) such
other or additional supplemental indentures, amendments
to any of the Documents, releases of Liens and security
interests in favor of either of them and such other
agreements, including subordination agreements,
documents and instruments as may be necessary or
desirable, in their sole discretion, to consummate the
transactions contemplated by this Amended and Restated
Consent Solicitation.
Prior to the execution of the Supplemental
Indenture, the Company will obtain such consents and
instructions from Congress as may be required under the
Working Capital Facility and the Intercreditor Agreement
in order to effect the transactions contemplated by this
Amended and Restated Consent Solicitation.
Nothing in the Amended and Restated Consent
Solicitation, nor the fact that the Company has
requested waivers and amendments of certain covenants
contained in the Indenture with respect to the matters
referred to herein, shall be deemed an admission on the
part of the Company that completion of these
transactions as proposed by the Company, or any portion
thereof, would conflict with any covenant contained in
the Indenture in the absence of obtaining the waivers
and amendments requested hereby.
If the requisite Amended and Restated Consents are
received on or prior to the Expiration Date, then the
Amended and Restated Consents will become valid and
effective, subject to the conditions described below
under "Expiration of Consents". Nothing in this Amended
and Restated Consent Solicitation shall be deemed to
obligate the Company to consummate the Foreign Sale or
any of the other transactions referred to herein, in
whole or in part.
Expiration of Consents
The waivers, consents and acknowledgments set forth
in the Amended and Restated Consent will expire and have
no further force and effect in the event that, on the
Expiration Date, the Foreign Sale has not been completed
on substantially the terms described herein. In
addition, notwithstanding the receipt of the requisite
Amended and Restated Consents on or prior to the
Expiration Date, such consents will not be effective
unless counsel for each of the Trustee, the Collateral
Agent and the Holders' Committee are satisfied with the
form and substance of the documents to be executed in
connection with the transactions contemplated hereby.
Procedure for Consenting
An Amended and Restated Consent can only be
effected by execution of the enclosed form of Amended
and Restated Consent, properly completed, executed and
delivered by each of the Holders to the Trustee (which
will deliver a copy of the Amended and Restated Consent
to the Company) at the address for the Trustee set forth
on the form of Amended and Restated Consent. Upon proper
completion and execution of an Amended and Restated
Consent by a Holder, the Holder will be considered to
have consented to the requested waivers and amendments
as delineated in this Amended and Restated Consent
Solicitation Statement and the form of Amended and
Restated Consent.
A return envelope, addressed to the Trustee, is
enclosed for your convenience in transmitting your
completed Amended and Restated Consent to the Trustee.
Only registered Holders of the Senior Notes as of
the Record Date (or holders of a valid proxy from the
Holder or DTC Participants described in the Amended and
Restated Consent) may deliver an Amended and Restated
Consent. Any beneficial owner of Senior Notes who is not
the registered Holder of such Senior Notes must arrange
with the registered Holder (or holders of a valid proxy
from the Holder) to execute and deliver the Amended and
Restated Consent on his, her or its behalf.
<PAGE> 9
All questions as to the validity, form,
eligibility, receipt and acceptance of any Amended and
Restated Consent will be resolved by the Company, whose
determination shall be final and binding, subject only
to review and approval of the Trustee with respect to
proof of execution and ownership. The Company reserves
the right, subject only to review and approval of the
Trustee with respect to proof of execution and
ownership, to waive any defects or irregularities or
conditions of delivery as to particular Amended and
Restated Consents. Unless waived, all such defects or
irregularities must be cured prior to the Expiration
Date. Neither the Company, the Trustee nor any other
person shall be under any duty to give notification of
any such defects or irregularities, nor shall any of
them incur any liability for failure to give such
notification. Amended and Restated Consents will not be
deemed to have been properly given until all defects and
irregularities have been cured or waived. The Company's
interpretation of the terms and conditions of the
Amended and Restated Consent Solicitation shall be
conclusive and binding.
Non-Revocability of Amended and Restated Consents
Each Amended and Restated Consent includes an
acknowledgment that the Amended and Restated Consent
shall become irrevocable after Amended and Restated
Consents substantially to the effect provided herein,
executed by the Holders of a majority in principal
amount of the Senior Notes outstanding as of the Record
Date, have been delivered to the Trustee, subject to the
conditions described above under "Expiration of
Consents".
<PAGE>
Questions
Any questions concerning this Amended and Restated
Consent Solicitation may be directed to Timothy J.
Wiggins, Executive Vice President--Finance and
Administration and Chief Financial Officer of the
Company (Telephone: (317) 630-3035); Kenneth A. Minor,
Treasurer of the Company (Telephone: (317) 630-3016); or
Gregory G. Fehr, Corporate Controller of the Company
(Telephone: (317) 630-3010).
<PAGE>
<PAGE> 10
* * * * *
Thank you very much for your continued cooperation
and support of the Company. Please make every effort to
deliver your signed Amended and Restated Consents to the
Trustee as expeditiously as possible.
FRUEHAUF TRAILER CORPORATION
Attachments
Exhibits A, B and C
Enclosures
Form of Amended and Restated Consent; Return Envelope
<PAGE>
<PAGE>
AMENDED AND RESTATED CONSENT
____________________________
Fruehauf Trailer Corporation
14.75% Senior Secured Notes Due 2002
____________________________________
Reference is made to the letter dated June 14, 1996
(the "Amended and Restated Consent Solicitation
Statement"), from Fruehauf Trailer Corporation (the
"Company") to the holders of the Company's 14.75% Senior
Secured Notes Due 2002. Capitalized terms used herein
and not defined herein shall have the respective
meanings ascribed thereto in the Amended and Restated
Consent Solicitation Statement.
This Amended and Restated Consent is executed and
delivered with reference to the Indenture
(the "Indenture"), dated as of May 1, 1995, between the
Company and IBJ Schroder Bank & Trust Company, as
Trustee (the "Trustee"). The undersigned is the Holder
of the aggregate original principal amount of the Senior
Notes indicated herein and is authorized to execute and
deliver this Amended and Restated Consent.
The undersigned hereby consents to the waivers and
amendments contemplated by the Amended and Restated
Consent Solicitation Statement as follows:
(a) The waiver upon cure of any Default or
Event of Default which has resulted from the late
payment of the May 1 Payment.
(b) The occurrence of the Funding and the
treatment thereof.
(c) The inclusion in the definition of
"Permitted Debt" under the Indenture of indebtedness
incurred by the Company or any of its Subsidiaries
to KHC or any of its affiliates that is fully
subordinated to the Indenture Obligations.
(d) The inclusion in the definition of
"Permitted Liens" under the Indenture of (i)
subordinate Liens securing the financing
arrangements with KHC or any of its affiliates
referred to in clause (c), (ii) the put-call
arrangement involving the Sindorf Property as
provided in the Amended and Restated Consent
Solicitation Statement, and (iii) subordinate Liens
securing the indebtedness of the Company incurred in
connection with the settlement of the lawsuit styled
Rebenstock v. Fruehauf Trailer Corporation, et al.,
Case No. 92 CV 77050 DT, United States District
Court for the Eastern District of Michigan, Southern
Division.
(e) The waiver of the requirements of Section
3.16 of the Indenture governing application of the
Net Cash Proceeds of the Foreign Sale and the
amendment of Section 3.16 of the Indenture and
Section 4 of the Intercreditor Agreement permitting
the Net Cash Proceeds of the Foreign Sale to be
applied as follows: (i) the direct deposit of
$4,614,832.50 of the Net Cash Proceeds of the
Foreign Sale with the Trustee to be held in trust
for the benefit of the Holders and used to make the
May 1 Payment; (ii) the direct deposit of $156,435
of such proceeds with the Trustee to be held in
trust for the benefit of the Holders and used to pay
the Consent Fee; (iii) the application of $6,000,000
of such proceeds to the Working Capital Facility, as
amended below, but not applied to the Asset Sale
Reserve or used to increase the Permanent Reserve;
(iv) the application of amounts released from the
escrow described in the Amended and Restated Consent
Solicitation Statement relating to the Waverly
Equipment and the Partec Receivable, other than
amounts released to PEI, to the Congress Obligations
and application to a reserve under the Working
Capital Facility which would not be available to the
<PAGE> 2
Company for re-borrowing; and (v) the direct deposit
of the balance of such Net Cash Proceeds with the
Trustee to be held in trust for the benefit of the
Holders and used to make an Asset Sale Offer,
including any amounts released from the escrow
referred to in paragraph (e)(iv) above, to the
extent not released to Congress or PEI.
(f) The amendment of the Indenture and the
Collateral Agency Agreement to create (i) the Asset
Sale Account, with amounts deposited therein
available to the Company under the circumstances set
forth in the Supplemental Indenture for the repair,
replacement or acquisition of machinery or equipment
substantially related to the design, manufacture or
sale of truck trailers, components and related
parts, and (ii) the Interest Payment Account, with
amounts deposited therein held for application to
the November 1 Payment. These accounts will be
filled with the Net Cash Proceeds from Asset Sales
occurring after the Permanent Reserve has been
filled, without regard to their classification as
Core or Non-Core under the Indenture. The first
$0.2 million of such proceeds will be deposited in
the Asset Sale Account and the next approximately
$4.5 million (the amount required to make the
November 1 Payment) of such proceeds will be
deposited in the Interest Payment Account.
After the Interest Payment Account has been filled,
the Net Cash Proceeds of Asset Sales will be applied
as follows:
(i) Proceeds from the sale of Class I
Non-Core Assets will be used to
make an Asset Sale Offer;
(ii) 85% of the proceeds from the sale
of Class II Non-Core Assets will
be used to make an Asset Sale
Offer, with the remaining
proceeds retained by the Company
for its general corporate
purposes; and
(iii) Proceeds from the sale of Core
Assets will be used to make an
Asset Sale Offer.
(g) The amendment of the Indenture to (i)
reduce the grace period for interest payments
contained in Section 5.1(a) of the Indenture from 30
to 10 days and (ii) reduce the length of time
between the date of an Asset Sale Offer and the
Advance Purchase Date from 60 days to 25 business
days (as such term is defined in Rule 14d-1
promulgated under Regulation 14D of the Securities
Exchange Act of 1934) for Asset Sale Offers notice
of which is to be provided to the Holders directly
by the Company and from 65 days to 30 business days
(as such term is defined in Rule 14d-1 promulgated
under Regulation 14D of the Securities Exchange Act
of 1934) for Asset Sale Offers notice of which is to
be provided to the Holders by the Trustee at the
written request of the Company.
(h) The execution and delivery by the Trustee
and the Collateral Agent of a subordination
agreement or agreements in form and substance
satisfactory to the Trustee, the Collateral Agent
and counsel to the Holders' Committee, pursuant to
which the indebtedness of the Company to KHC as
contemplated in clause (c) above and the KHC Liens
and the Liens in connection with the Rebenstock
lawsuit as contemplated in clause (d) above will be
subordinated to the Indenture Obligations and the
Liens securing the Indenture Obligations.
(i) The amendment of Section 3.15 of the
Indenture to provide that a mandatory offer to
repurchase the Senior Notes in connection with a
Change of Control (as defined in the Indenture)
occurring on or before March 31, 1997 shall (i) have
a purchase price equal to 100% of the principal
amount of the Senior Notes, together with accrued
and unpaid interest and (ii) provide that upon the
Change of Control Repurchase Date, the covenants of
the Company contained in Sections 3.9-3.13,
inclusive, will be automatically and without further
action considered deleted from the Indenture and of
no further force or effect.
<PAGE>
<PAGE> 3
(j) The amendment of the definition of "Asset
Sale" under the Indenture to exclude (i) the sale of
the JSI Promissory Note, (ii) the foreclosure of the
mortgage securing the JSI Promissory Note and (iii)
the sale of Jacksonville-Mayport.
(k) The execution and delivery by the
Collateral Agent of an amendment to Section 26 of
the Jacksonville Security Agreement, pursuant to
which Section 26 thereof would be deleted and
replaced in its entirety by the following:
Section 26. Subsidiary May Deal
With Riverfront Pledged Note and the
Mayport Property. Notwithstanding
anything to the contrary contained
herein, in the Indenture or in any
other Document, so long as no Event of
Default shall then exist, the
Subsidiary may (a) accept and retain,
free of lien or claim of lien
hereunder, all payments due under or
derived from the sale of the Pledged
Note made by Jacksonville Riverfront
Development, Ltd., dated February 10,
1995 or derived from the proceeds of
the foreclosure of any mortgage or
security interest securing the Pledged
Note (including the sale of the
property foreclosed, if such property
is acquired by the Subsidiary at a
foreclosure sale or otherwise), and may
amend, modify or transfer such Pledged
Note in an arm's length transaction
(including but not limited to the
transfer of such Pledged Note in
exchange for the assumption by the
transferee of liabilities of equivalent
value of the Subsidiary to third
parties), foreclose the mortgage that
secures such Pledged Note, and/or
purchase the property subject to such
mortgage at foreclosure sale or
otherwise free of lien or claim of lien
hereunder, and the Agent shall release
such Pledged Note and/or its Lien
thereon for such purposes, provided
that in connection with any amendment
or modification of such Pledged Note
the Subsidiary shall, concurrently with
the release by the Agent of such
Pledged Note, pledge and deliver
hereunder to the Agent a replacement
Pledged Note, as so amended or modified
and (b) accept and retain, free of lien
or claim of lien hereunder (and the
Agent shall release such liens, if
any), all payments derived from the
sale or transfer of that certain real
property owned by the Subsidiary
referred to as "Jacksonville-Mayport"
on Part II of Exhibit C to the
Indenture and located at Mayport Road,
Jacksonville, Florida.
(l) The amendment of the Intercreditor
Agreement and the Working Capital Facility pursuant
to which the Asset Sale Reserve would be reduced to
zero and eliminated and the Permanent Reserve (as
defined in the Intercreditor Agreement), currently
approximately $2.1 million, would be immediately
increased by the amount of the Asset Sale Reserve
(currently such amount is $0), and the proceeds of
any future Asset Sale (other than the Foreign Sale),
whether of Core Assets or Non-Core Assets,
consummated after the amendment to the Intercreditor
Agreement has become effective, would be paid to
Congress and applied to the Permanent Reserve up to
a maximum of $7.5 million, and the payment of the
restructuring and forbearance fees referred to in
the Amended and Restated Consent Solicitation
Statement.
In addition, the portion of the Net Cash
Proceeds of the Foreign Sale described in paragraph
(e)(iii) above shall be paid directly to Congress to
be applied to the Congress Obligations in such order
as Congress shall elect, and will not increase the
Asset Sale Reserve or the Permanent Reserve
provided, that the failure by Congress to so
increase the Asset Sale Reserve or the Permanent
Reserve will not limit Congress's ability or right
to apply future Net Cash Proceeds from an Asset Sale
to the Permanent Reserve. The portion of the Net
Cash Proceeds of the Foreign Sale described in
paragraph (e)(iv) above, other than amounts released
to PEI, shall be paid either to Congress, if and to
the extent there are any Congress Obligations
outstanding on the date of such release, or to the
Trustee and used to make an Asset Sale Offer.
<PAGE> 4
(m) The authorization for the Trustee to (i)
consent to the merger of Newco with and into the
Company and (ii) upon the effectiveness of such
merger, and notwithstanding anything to the contrary
contained in any Document or the Debt Modification
Agreement, so long as no petition under the United
States Bankruptcy Code has then been filed by or
against the Company, take all action that may be
necessary or desirable (including but not limited to
giving instructions to Sakura) to release all Liens
on the Sakura Notes and the Newco Note and to
terminate the Hypothecation Agreement and the Sakura
Indenture.
(n) The execution and delivery by the Trustee
and/or the Collateral Agent of the Supplemental
Indenture, and the execution and delivery by the
Trustee and/or the Collateral Agent of such other or
additional supplemental indentures, amendments to
any of the Documents, including without limitation
an amendment to the Intercreditor Agreement,
releases of Liens and security interests in favor of
either of them and such other agreements, including
subordination agreements, documents and instruments
as may be necessary or desirable, in their sole
discretion, to consummate the transactions described
in or otherwise to accomplish the intended purposes
of the Amended and Restated Consent Solicitation.
The undersigned acknowledges that the release of
the Foreign Assets from the Lien of the Indenture and
the Security Documents in connection with the Foreign
Sale as described herein shall not be deemed for any
purpose to impair the security under the Indenture in
contravention of the provisions thereof within the
meaning of Section 3.14(d) of the Trust Indenture Act of
1939, as amended.
Except as set forth in the next paragraph, this
Amended and Restated Consent shall become irrevocable
after the date (the "Effective Date") when Amended and
Restated Consents substantially to the effect provided
herein, executed by a majority in principal amount of
the Senior Notes Outstanding, have been delivered to the
Trustee on or prior to the Expiration Date. Nothing in
the Amended and Restated Consent Solicitation shall be
deemed to obligate the Company to consummate any of the
transactions described therein, in whole or in part.
Notwithstanding the preceding paragraph, this
Amended and Restated Consent will expire and have no
further force and effect in the event that on the
Expiration Date the Foreign Sale has not been completed
on substantially the terms set forth in the Amended and
Restated Consent Solicitation Statement. In addition,
notwithstanding the receipt of the requisite Amended and
Restated Consents on or prior to the Expiration Date,
such consents will not be effective unless counsel for
each of the Trustee, the Collateral Agent and the
Holders' Committee are satisfied with the form and
substance of the documents to be executed in connection
with the transactions contemplated hereby.
The term holder ("Holder") as used herein shall
mean a registered holder of Senior Notes as reflected in
the records of the Trustee as of April 22, 1996 (the
"Record Date"). The Record Date shall also be the
record date for the May 1 Payment and the Consent Fee.
Notwithstanding the provisions of Section 2.4(d) of the
Indenture with respect to payment of defaulted interest,
the May 1 Payment shall be paid by the Trustee as soon
as practicable after receipt from the Company, to the
registered Holders of the Senior Notes as of the Record
Date and otherwise in accordance with the applicable
provisions of the Indenture. The Consent fee shall be
paid by the Trustee as soon as practicable after receipt
from the Company, pro rata to the registered Holders of
the Senior Notes as of the Record Date, whether or not
such Holder has executed and delivered the Amended and
Restated Consent. The Company anticipates that the
Depository Trust Company ("DTC"), as nominee holder of
certain Senior Notes, will execute an omnibus proxy
which will authorize its participants ("DTC
Participants") to consent with respect to the Senior
Notes owned by it and held in the Cede & Co. name as
specified on a DTC position listing as of the Record
Date. In such case, all references to Holder shall,
unless otherwise specified, include DTC Participants.
By execution hereof, the undersigned acknowledges
receipt of the Amended and Restated Consent Solicitation
Statement and hereby represents and warrants that the
undersigned has full power and authority to give the
<PAGE> 5
Amended and Restated Consent contained herein. The
undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be
necessary or desirable to perfect the undersigned's
Amended and Restated Consent.
The method of delivery of this Amended and Restated
Consent and all other required documents to the Trustee
is at the election and risk of the Holder, but, except
as otherwise provided below, the delivery will be deemed
made only when actually received by the Trustee. In all
cases, sufficient time should be allowed to assure
timely delivery. No Amended and Restated Consent should
be sent to any person other than the Trustee. In no
event should you deliver or tender any Senior Notes.
Amended and Restated Consents may be revoked only
prior to the Effective Date by the registered Holder or
DTC Participant who submits an Amended and Restated
Consent. Such person may revoke such Amended and
Restated Consent by delivering written notice of such
revocation to the Trustee at any time prior to the
Effective Date. To be valid any such notice of
revocation must indicate the certificate number or
numbers of the Senior Notes to which it relates and the
aggregate principal amount represented by such Senior
Notes and must be signed by the Holder(s) or DTC
Participant(s) in the same manner as the original
Amended and Restated Consent or be accompanied by
evidence satisfactory to the Company and the Trustee
that the Holder or DTC Participant revoking such Amended
and Restated Consent has the power to revoke such
Amended and Restated Consent.
This Amended and Restated Consent relates to the
total principal amount of the Senior Notes held of
record by (or held by DTC for the account of) the
undersigned as of the Record Date, unless Senior Notes
held of record by (or held by DTC for the account of)
the undersigned are to be excluded from this Amended and
Restated Consent, which exclusion is clearly indicated
in the table below. The undersigned has listed in the
table below the Note numbers and principal amount of the
Senior Notes held of record by (or held by DTC for the
account of) the undersigned, separately grouping and
appropriately indicating which of such Senior Notes, if
any, are excluded from this Amended and Restated
Consent. If the space provided below is inadequate, list
all such information on a separate schedule and affix
the schedule to this Amended and Restated Consent.
<PAGE>
<PAGE> 6
<TABLE>
<CAPTION>
PLEASE COMPLETE THE FOLLOWING TABLE
<S> <C> <C>
Name(s) and Note Number(s)or Aggregate
Address(es)of Cede & Co. Principal
Registered Account Number(s) Amount of
Holder(s) or Senior
DTC Participant(s) Notes
- ----------------- ----------------- ---------
- ----------------- ----------------- ---------
- ----------------- ----------------- ---------
- ----------------- ----------------- ---------
- ----------------- ----------------- ---------
</TABLE>
This Amended and Restated Consent, when completed
and signed, is to be delivered to the Trustee at:
Via Regular Mail
IBJ Schroder Bank & Trust Company
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization Operations Department
By Hand or Overnight Delivery
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention: Securities Processing Window Subcellar One (SC-1)
Telephone Number: (212) 858-2103
Facsimile Transmission: Confirm By Telephone
(212) 858-2611 (212) 858-2103
Attention: Reorganization
Operations Department
(Original executed consents
must follow)
Amended and Restated Consents should not be
delivered to any person other than the Trustee. In no
event should a Holder deliver any certificates
representing the Senior Notes.<PAGE>
<PAGE> 7
IMPORTANT--SIGN HERE
Registered holders or the DTC Participant(s) must
execute this Amended and Restated Consent exactly as
their name(s) appear(s) on the Senior Notes or the
position listing of Cede & Co. If Senior Notes to which
this Amended and Restated Consent relates are held of
record by two or more joint registered Holders, all such
Holders must sign this Amended and Restated Consent. If
signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative
capacity, such person should so indicate when signing
and must submit evidence satisfactory to the Company of
such person's authority to so act. Signatures on this
Amended and Restated Consent must be guaranteed by a
firm that is a member of the National Association of
Securities Dealers, Inc., or a member of a registered
national securities exchange or by a commercial bank or
trust company having an office in the United States.
SIGN HERE
__________________________________
__________________________________
Signature of Owner(s)
Dated: ________________, 1996
Name(s):
__________________________________
__________________________________
Capacity:
__________________________________
Address:
__________________________________
__________________________________
__________________________________
Area Code and Telephone No.:
___________________________________
Tax Identification or Social Security No.:
___________________________________
GUARANTEE OF SIGNATURES
Authorized Signature:__________________________
Name and Title: _______________________________
(Please Print)
Dated: ________________________________________
Name of Firm: _________________________________
