SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): August 31, 1998
Powerhouse Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19322 81-0470853
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
115 Perimeter Center Place, Suite 911, Atlanta, GA 30346
(Address of principal executive offices and zip code)
(770) 481-1800
(Registrant's telephone number, including area code)
1
<PAGE>
Item 5. Other Events
------------
Pursuant to a letter agreement with U.S. Bank National Association, fka
First Bank National Association, the Company's existing credit facility has been
extended through October 31, 1998. The Company previously announced on August
19, 1998, that it has received a $100 Million credit facility arranged and
syndicated by Lehman Brothers, Inc., the closing of which is contingent upon
completion of definitive agreements.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits.
Exhibit 99.1 Letter Amendment dated August 19, 1998
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
POWERHOUSE TECHNOLOGIES, INC.
Date: September 2, 1998 /s/ Janet M. Bjork
-------------------
JANET M. BJORK
Assistant Secretary
(authorized to sign on behalf of Registrant)
3
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
99.1 Letter Amendment between Powerhouse Technologies, Inc. 5
and U.S. Bank National Association dated August 19, 1998
4
Exhibit 99.1
U.S. Bank
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302
August 19, 1998
Powerhouse Technologies, Inc.
2311 South Seventh Avenue
Bozeman, MT 59715
Attention: Mr. Jay Schuttler
Dear Jay:
We refer to that certain Credit Agreement dated as of February 16, 1995,
among VIDEO LOTTERY TECHNOLOGIES, INC., N/K/A POWERHOUSE TECHNOLOGIES, INC., a
Delaware corporation (the "Borrower") and U.S. BANK NATIONAL ASSOCIATION, as the
successor by merger with First Bank National Association, as administrative bank
(the "Administrative Bank"), and U.S. BANK NATIONAL ASSOCIATION, as the
successor by merger with First Bank National Association, as the sole Bank party
(the "Bank") as amended by that certain Amendment No. 1 to Credit Agreement and
Waiver dated as of June 26, 1995, Second Amendment to Credit Agreement dated as
of March 4, 1996, Third Amendment to Credit Agreement dated as of April 30,
1996, Waiver and Fourth Amendment to Credit Agreement dated as of August 19,
1996 and Consent; Waiver and Fifth Amendment to Credit Agreement dated as of
January 30, 1997, and a letter amendment and consent dated as of February 28,
1998 (as so amended, the "Credit Agreement"). Capitalized terms not otherwise
expressly defined herein shall have the meanings set forth in the Credit
Agreement.
On the "Effective Date" (as defined below), the Administrative Bank and the
Bank hereby agree with the Borrower to amend the definition of "Termination
-----------
Date" appearing in ARTICLE I of the Credit Agreement by changing the date
- ----- ---------
"August 31, 1998" appearing therein to the date "October 31, 1998".
This letter amendment shall be effective as of the date first above stated
on the date (the "Effective Date") on which the Administrative Bank receives a
copy of this letter amendment executed by the Borrower together with the
following:
5
<PAGE>
Powerhouse Technologies, Inc.
August 19, 1998
Page 2
(a) a Consent and Acknowledgment in the form provided by the
Administrative Bank appropriately completed and duly executed by each
Guarantor;
(b) such other documents, instruments or certificates as the
Administrative Bank may request.
By executing this letter amendment, the Borrower represents and warrants to
the Administrative Bank and the Bank that:
(a) The execution, delivery and performance by the Borrower of this
letter amendment and any other documents to which the Borrower is a party
have been duly authorized by all necessary corporate or partnership action,
do not require any approval or consent of, or any registration,
qualification or filing with, any government agency or authority or any
approval or consent of any other person (including, without limitation, any
stockholder or partner), do not and will not conflict with, result in any
violation of or constitute any default under, any provision of the
Borrower's articles of incorporation or bylaws, any agreement binding on or
applicable to the Borrower or any of its property, or any law or
governmental regulation or court decree or order, binding upon or
applicable to the Borrower or of any of its property and will not result in
the creation or imposition of any security interest or other lien or
encumbrance in or on any of its property pursuant to the provisions of any
agreement applicable to the Borrower or any of its property except pursuant
to the documents required to be executed and delivered pursuant hereto;
(b) The Credit Agreement as amended by this letter amendment and the
other Loan Documents to which any Loan Party is a party are the legal,
valid and binding obligations of each Loan Party which is a party thereto
and are enforceable in accordance with their respective terms, subject only
to bankruptcy, insolvency, reorganization, moratorium or similar laws,
rulings or decisions at the time in effect affecting the enforceability of
rights of creditors generally and to general equitable principles which may
limit the right to obtain equitable remedies;
(c) Before and after giving effect to this letter amendment, the
representations and warranties in ARTICLE VII of the Credit Agreement shall
-----------
be true and correct as though made on the date hereof except for changes
that are permitted by the terms of the Credit Agreement and for changes
that are required by the terms of this Letter amendment. The execution by
the Borrower of this letter amendment shall be deemed a representation that
the Borrower has complied with the foregoing condition.
6
<PAGE>
Powerhouse Technologies, Inc.
August 19, 1998
Page 3
(d) Before and after giving effect to this letter amendment, no
Default or no Event of Default shall have occurred and be continuing under
the Credit Agreement except for those expressly waived by the terms hereof.
The execution by the Borrower of this Letter amendment shall be deemed a
representation that the Borrower has complied with the foregoing condition.
(e) No events have taken place and no circumstances exist at the date
hereof which would give the Borrower the right to assert a defense, offset
or counterclaim to any claim by the Administrative Bank or any Bank for
payment of the Obligations
By executing this letter amendment, the Borrower further agrees with us
that:
(a) upon the Effective Date, each reference in the Credit Agreement to
"this Agreement," "hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference to the "Credit
Agreement," "thereunder," "thereof," "therein" or words of like import
referring to the Credit Agreement in any other Loan Document shall mean and
be a reference to the Credit Agreement as amended hereby;
(b) the execution, delivery and effectiveness of this letter amendment
shall not, except as expressly provided herein or therein, operate as a
waiver of any of our rights, powers or remedies under the Credit Agreement
or any other Loan Document, nor constitute a waiver of any provision of the
Credit Agreement or any such Loan Document; and
(c) the Borrower agrees to pay on demand all of our costs and expenses
incurred in connection with the preparation, reproduction, execution and
delivery of this letter amendment and the other documents to be delivered
hereunder or thereunder, including our reasonable attorneys' fees and legal
expenses.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
<PAGE>
Powerhouse Technologies, Inc.
August 19, 1998
Page 4
Very truly yours,
U.S. BANK NATIONAL ASSOCIATION, f/k/a First
Bank National Association
By: /s/ Richard J. Mikos
-------------------------------------
Its: Vice President
-------------------------------------
POWERHOUSE TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Susan J. Carstensen
-----------------------
Title: CFO and Treasurer
-----------------------
8
<PAGE>
CONSENT
Each of the undersigned, being a guarantor of the obligations of Video
Lottery Technologies, Inc. (the "Borrower") to U. S. Bank National Association,
as the successor by merger to First Bank National Association (the "Lender"),
pursuant to one of the Subsidiary Guaranties dated as of February 16, 1995 (the
"Guaranty"), hereby:
(i) consents to the Borrower's execution and delivery of that certain
letter amendment dated August 19, 1998 (the "Amendment"), further amending
that certain Credit Agreement dated as of February 16, 1995 among the
Borrower, First Bank National Association, as administrative bank (the
"Administrative Bank"), and First Bank National Association ("the Bank") as
the only Bank party thereto as amended by that certain Amendment No. 1 to
Credit Agreement and Waiver dated as of June 26, 1995, Second Amendment to
Credit Agreement dated as of March 4, 1996, Third Amendment to Credit
Agreement dated as of April 30, 1996, Waiver and Fourth Amendment to Credit
Agreement dated as of August 19, 1996 and Consent, Waiver, Fifth Amendment
to Credit Agreement dated as of January 30, 1997 and a letter amendment and
consent dated February 28, 1998 (as so amended, the "Credit Agreement")and
the other documents required to be executed and delivered pursuant to the
Amendment;
(ii) ratifies and confirms that the Loan Documents to which such Loan
Party is a party remain in full force and effect; and
(iii) represents and warrants to the Administrative Bank and the Bank
that no events have taken place and no circumstances exist at the date
hereof which would give the undersigned the right to assert a defense,
offset or counterclaim to any claim by the Administrative Bank or the Bank
for payment of the Obligations.
Nothing in this Consent requires the Administrative Bank or the Bank to
obtain the consent of any of the undersigned to any future amendment,
modification or waiver to the Agreement or any other Loan Document except as
expressly required by the terms of the Loan Documents to which the undersigned
is a party.
This Consent may be executed in one or more counterparts, each of which
shall be deemed to be an original.
Dated as of August 19, 1998
Video Lottery Consultants, Inc.
By /s/ Janet M. Bjork
----------------------------------------
Its Assistant Secretary
---------------------------------
9
<PAGE>
Automated Wagering International, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
Raven's D&R Music, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
Automatic Music Service of Billings, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
Automation First, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
United Wagering Systems, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
United Tote World Wide, Inc.
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
United Tote Company
By /s/ Susan J. Carstensen
----------------------------------------
Its Treasurer
-----------------------------------
10
<PAGE>
