<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
DECEMBER 31, 1996
------------------
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 33-43870 13-3641944
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
51 MADISON AVENUE, ROOM 1700, NEW YORK, NEW YORK 10010
------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 567-6456
<PAGE>
Item 5. Other Events.
On December 31, 1996, Westinghouse Electric Corporation, a Pennsylvania
corporation ("WEC"), assigned all of its rights, title and interest under the
Operational Services Agreement, dated as of November 15, 1991, between NYLIFE
Structured Asset Management Company Ltd. (the "Registrant") and WEC (the
"Operational Services Agreement") to WestSec, Inc., a Kansas corporation
("WestSec"), and WestSec assumed all of WEC's liabilities and obligations under
the Operational Services Agreement. In conjunction with WEC's assignment and
WestSec's assumption, the Registrant, WEC, WestSec and Westar Capital, Inc., a
Kansas corporation, entered into a Consent, Assignment, Assumption, Amendment
and Modification Agreement (the "Agreement"), a copy of which is attached hereto
as Exhibit 10.1 and incorporated by reference herein. The Agreement contains
certain credit enhancements and indemnifications as described therein and also
includes certain provisions intended to provide for sufficient funds to repay in
full the principal of and accrued and unpaid interest on the Registrant's three
series of five-year notes (the "Notes") upon the stated maturity of the Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following document is filed as an Exhibit.
EXHIBIT NO. EXHIBIT
10.1 Consent, Assignment, Assumption, Amendment and Modification
Agreement, dated as December 30, 1996, among the Registrant, WEC,
WestSec and Westar Capital, Inc.
2
<PAGE>
SIGNATURE
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.
NYLIFE STRUCTURED ASSET MANAGEMENT
COMPANY LTD.
By: /s/ Kevin M. Micucci
------------------------
Name: Kevin M. Micucci
Title: President
Date: January 14, 1997
3
<PAGE>
INDEX TO EXHIBITS
Sequential
Numbering
System
Exhibit No. Exhibit Page Number
- ----------- ------- -----------
10.1 Consent, Assignment, Assumption, 5
Amendment and Modification
Agreement, dated as December 30,
1996, among the Registrant, WEC,
WestSec and Westar Capital, Inc.
4
<PAGE>
EXHIBIT 10.1
CONSENT, ASSIGNMENT, ASSUMPTION, AMENDMENT
AND MODIFICATION AGREEMENT
This CONSENT, ASSIGNMENT, ASSUMPTION, AMENDMENT AND MODIFICATION
AGREEMENT (the "Agreement"), dated as of December 30, 1996, is made and entered
into by and between NYLIFE Structured Asset Management Company Ltd., a Texas
limited liability company ("SAMCO"), Westinghouse Electric Corporation, a
Pennsylvania corporation ("WEC"), WestSec, Inc., a Kansas corporation
("WestSec"), and Westar Capital, Inc., a Kansas corporation ("Westar").
W I T N E S S E T H
WHEREAS, WEC, WestSec and Western Resources, Inc., a Kansas
corporation ("Western"), have entered into that certain Asset Purchase Agreement
(the "Purchase Agreement"), dated as of December 16, 1996, as amended by that
certain Amendment thereto dated as of December 30, 1996 (the "Purchase Agreement
Amendment"), pursuant to which WestSec and Western have agreed to purchase, and
WEC has agreed to sell, on the terms and subject to the conditions contained in
the Purchase Agreement, the business of selling and servicing monitoring and
response security systems primarily to residential customers and also to
commercial and mobile customers which currently is operated under the name
Westinghouse Security Systems (the "Business");
WHEREAS, in connection with the consummation of the purchase of the
Business, WEC has agreed to assign to WestSec (the "OSA Assignment") all of
WEC's rights, title and interest, and WestSec has agreed to assume all of WEC's
liabilities and obligations, under that certain Operational Services Agreement,
dated as of November 15, 1991, between SAMCO and WEC (the "OSA");
WHEREAS, pursuant to Section 18.2 of the OSA, WEC may assign its
rights, title and interest under the OSA to WestSec only with the prior written
consent of SAMCO;
WHEREAS, WEC wishes to assign to WestSec (together with the OSA
Assignment, the "Assignments") all of WEC's rights, title and interest, and
WestSec has agreed
5
<PAGE>
to assume all of WEC's liabilities and obligations, under the (i) Accounts
Purchase Agreement, dated as of July 15, 1992, among WEC, Westinghouse Security
Systems, L.P. ("WSS") and SAMCO (the "July Accounts Purchase Agreement"); (ii)
Accounts Purchase Agreement, dated as of September 16, 1992, among WEC, WSS and
SAMCO (the "September Accounts Purchase Agreement"); (iii) Accounts Purchase
Agreement, dated as of November 19, 1992, among WEC, WSS and SAMCO (the
"November Accounts Purchase Agreement"); (iv) Accounts Purchase Agreement, dated
as of December 14, 1992, among WEC, WSS and SAMCO; and (v) Accounts Purchase
Agreement, dated June 18, 1993, between WEC and SAMCO (collectively, the
"Accounts Purchase Agreements");
WHEREAS, SAMCO and United States Trust Company of New York, as trustee
(the "Trustee") under the Indenture dated as of July 15, 1992, as supplemented
and amended (the "Indenture"), have entered into a Security Agreement, dated as
of July 15, 1992, as supplemented (the "Security Agreement");
WHEREAS, pursuant to Section 9.B. of the Security Agreement, SAMCO may
enter into any modification, change, waiver of any provision of, amendment or
supplement to or of (collectively, "Modifications") any of the Collateral
Agreements (as defined in the Security Agreement), INTER ALIA, (i) so long as
such action does not adversely affect the interests of the Holders of any Notes
(each as defined in the Security Agreement) and (ii) in the case of any
Modifications which might result in the impairment or release of any security
interest granted in the Collateral (as defined in the Security Agreement), so
long as the prior written consent of the Trustee is obtained; and
WHEREAS, subject to the terms and conditions of this Agreement, SAMCO
has agreed with WEC and WestSec to consent to the Assignments and the
Modifications described herein and the Trustee has agreed to confirm that the
Assignments and the Modifications described herein do not require its consent.
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
6
<PAGE>
1. AMENDMENT TO THE JULY ACCOUNTS PURCHASE AGREEMENT. Section
1.3(c)(i) of the July Accounts Purchase Agreement is hereby amended to delete
the parenthetical containing the definition of "WEC Guarantee" contained therein
and to include the following sentences at the end thereof:
WestSec, Inc., a Kansas corporation, hereby guarantees to Buyer that the
percentage of Defaulted Accounts shall not exceed (x) 9% during the period
commencing on December 30, 1996 and ending on December 31, 1997 and (y)
1.125% during the period commencing on January 1, 1998 and ending on
February 15, 1998. For purposes of this Agreement, the term "WEC
Guarantee" shall refer to each of the guarantees set forth in this Section
1.3(c)(i).
2. AMENDMENT TO THE SEPTEMBER ACCOUNTS PURCHASE AGREEMENT. Section
1.3(c)(i) of the September Accounts Purchase Agreement is hereby amended to
delete the parenthetical containing the definition of "WEC Guarantee" contained
therein and to include the following sentences at the end thereof:
WestSec, Inc., a Kansas corporation, hereby guarantees to Buyer that the
percentage of Defaulted Accounts shall not exceed (x) 9% during the period
commencing on December 30, 1996 and ending on December 31, 1997 and (y)
1.125% during the period commencing on January 1, 1998 and ending on
February 15, 1998. For purposes of this Agreement, the term "WEC
Guarantee" shall refer to each of the guarantees set forth in this Section
1.3(c)(i).
3. AMENDMENTS TO NOVEMBER ACCOUNTS PURCHASE AGREEMENT. (a) Section
1.3(c)(i) of the November Accounts Purchase Agreement is hereby amended to
delete the parenthetical containing the definition of "WEC Guarantee" contained
therein and to include the following sentences at the end thereof:
With respect to each of the EMNet Contracts, WestSec, Inc., a Kansas
corporation, hereby guarantees to Buyer that the percentage of Defaulted
Accounts (as defined below) shall not exceed (x) nine during the period
commencing on December 30, 1996 and ending on December 31, 1997 and (y)
1.125% during the period
7
<PAGE>
commencing on January 1, 1998 and ending on February 15, 1998. For
purposes of this Agreement, the term "WEC Guarantee" shall refer to each of
the guarantees set forth in this Section 1.3(c)(i).
(b) The fifth line of Section 1.3(c)(iii) is hereby amended to read
in its entirety as follows:
hereunder exceed (x) nine percent (9)% during the period commencing on
December 30, 1996 and ending on December 31, 1997 and (y) 1.125% during the
period commencing on January 1, 1998 and ending on February 15, 1998 (such
excess Defaulted
4. ASSIGNMENT OF OSA. WEC hereby assigns, transfers, sets over and
conveys and WestSec hereby absolutely and irrevocably assumes and accepts all of
WEC's rights, title, interest and obligations under the OSA, as amended by this
Agreement.
5. ASSIGNMENT OF ACCOUNTS PURCHASE AGREEMENTS. WEC hereby assigns,
transfers, sets over and conveys and WestSec hereby absolutely and irrevocably
assumes and accepts all of WEC's rights, title, interest and obligations under
the Accounts Purchase Agreements, as amended by this Agreement.
6. LETTER OF CREDIT; CONTINUING OBLIGATIONS OF WEC; ENFORCEMENT OF
RIGHTS. Westar agrees that within ninety (90) days from the date hereof, Westar
will furnish to SAMCO a clean, irrevocable and unconditional letter of credit
issued by and drawn upon a "AA" rated bank, in form and substance reasonably
satisfactory to SAMCO and WEC, in favor of SAMCO in the amount of $85,000,000
(which amount may be reduced proportionately upon the reduction of each Series
of Notes (as defined in the OSA)), to secure the obligations of Westar, WestSec
and (to the extent such obligations have been assumed by WestSec hereunder) WEC
under (i) the Accounts Purchase Agreements, (ii) the Assignments and Bills of
Sale, Assumptions of Liabilities and other instruments and certificates executed
and delivered pursuant to, or in connection with, the Accounts Purchase
Agreements, (iii) the OSA (collectively the agreements set forth under clauses
(i) and (ii) above and this clause (iii), as amended hereby, are referred to
herein as the "SAMCO Agreements") and (iv) this Agreement (the "Letter of
Credit"). Notwithstanding any provision of this
8
<PAGE>
Agreement to the contrary, WEC expressly agrees that WEC will remain jointly and
severally liable with Westar and WestSec under all of the SAMCO Agreements;
PROVIDED, HOWEVER, that WEC and its affiliates will be released and discharged
from any liability under Sections 1, 2, 3 and 8 of this Agreement at such time
as the Letter of Credit is furnished to SAMCO. In addition, SAMCO agrees that it
will enforce its rights pursuant to this Agreement and the SAMCO Agreements (x)
first by making a demand against Westar and/or WestSec, (y) if Westar and
WestSec do not satisfy SAMCO's demand in full by 5:00 p.m., Central Time, on the
business day following the demand referred to in clause (x), then by drawing
upon the Letter of Credit and (z) only after SAMCO has made a demand under the
Letter of Credit and the demand has been satisfied (unless such demand is not
satisfied due to the inability or failure of the issuing bank to comply with
such demand), by making a demand against WEC. The parties hereto agree that the
Letter of Credit may not be released, modified or transferred without the prior
written consent of WEC, which consent may be withheld in WEC's sole and absolute
discretion. WestSec may unilaterally terminate the Letter of Credit 30 days
after the last Contract purchase contemplated by Section 8 of this Agreement.
7. WESTAR GUARANTEE. Westar hereby guarantees irrevocably, absolutely
and unconditionally, to SAMCO and WEC, the full and timely performance and
payment of any and all obligations and liabilities of WestSec (and those of any
affiliate of WestSec to the extent that WestSec has delegated to such affiliate
any of its obligations to purchase Contracts pursuant to Section 9.1 of the OSA,
as amended by this Agreement) under this Agreement and under the SAMCO
Agreements. Westar agrees that this guarantee shall be enforceable against
Westar without the necessity of any suit or proceeding on the part of SAMCO or
WEC of any kind or nature against WestSec (or any affiliate referred to in the
preceding sentence) and without the necessity of any notice of non-payment,
non-performance or non-observance. Westar further agrees that this guarantee
shall be a continuing guarantee, and the liability of Westar under such
guarantee shall in no way be affected, modified or diminished by reason of the
Letter of Credit.
8. AMENDMENTS TO OSA. (a) Section 9.1(a) of the OSA is hereby amended
to read in its entirety as follows:
9
<PAGE>
(a) With respect to each Series of Notes, WestSec, Inc., a Kansas
corporation ("WestSec") or an Affiliate of WestSec designated by it shall
irrevocably purchase the Contracts constituting the collateral securing
such Notes.
(b) Section 9.1(b) of the OSA shall be amended to read in its entirety
as follows:
(b) WestSec shall purchase such Contracts on the stated maturity date
of such Series of Notes, and the purchase price payable by WestSec shall be
an amount payable in immediately available funds equal to the greater of
(i) the fair market value of such Contracts at the time of such purchase as
determined by a nationally recognized independent valuation firm jointly
selected by WestSec and SAMCO and (ii) thirty (30) times the total
recurring regular monthly fees and charges payable by customers pursuant to
such Contracts.
(c) Section 9.1(c) of the OSA is hereby deleted in its entirety,
except for the definition of "Minimum Purchase Price" contained therein.
9. WEC GUARANTEE OF SECTION 9.1(b) OF THE OSA.
WEC agrees that, if the purchase price payable by WestSec pursuant to Section
9.1(b) of the OSA, as amended by Section 8 of this Agreement (the "WestSec
Price"), is less than the amount of all principal and accrued and unpaid
interest on the Series of Notes then outstanding referred to in such Section
9.1(b) (except to the extent of any portion of such purchase price which is less
by reason of SAMCO's failure to comply with Section 13.2 of the OSA or Section
1.5(a) of the Notes issued under the Indenture), upon notice from SAMCO to WEC,
WEC will remit to SAMCO, at the same time as the WestSec Price is required to be
paid, in immediately available funds, the amount in excess of the WestSec Price
so that the total amount paid to SAMCO will equal the amount of all principal
and accrued and unpaid interest on such Series of Notes then outstanding (except
to the extent described above). Such notice shall be given by SAMCO to WEC at
least five business days prior to the stated maturity date of the Series of
Notes to which the Contracts (in each case as defined in the OSA) relate, and
shall be accompanied by copies of (i) any documents related to the sale of the
Contracts and (ii)
10
<PAGE>
the valuation or similar report issued by the valuation firm referred to in
Section 9.1(b) of the OSA, as amended by Section 8 of this Agreement.
Notwithstanding the provisions of Section 6 of this Agreement, WEC agrees that
SAMCO may enforce its rights pursuant to this Section 9 by making a demand
directly against WEC.
10. INDEMNIFICATION. WEC covenants and agrees with SAMCO, New York
Life Insurance Company and the Trustee that WEC shall defend, indemnify and hold
harmless SAMCO, New York Life Insurance Company and the Trustee, their members,
managers, officers, employees and affiliates, and their respective directors,
officers, shareholders and policyholders (each an "Indemnified Party" and,
collectively, the "Indemnified Parties"), from and against any and all actions,
suits, proceedings, claims, losses, damages, deficiencies, liabilities, demands,
assessments, judgments, costs and expenses, including reasonable attorneys' fees
and disbursements (collectively "Damages"), caused by, resulting or arising
from, relating to or in connection with (i) SAMCO's execution and delivery of,
and consent pursuant to, this Agreement and (ii) the Trustee's confirmation set
forth in Section 12 of this Agreement (clauses (i) and (ii) individually shall
be referred to as an "Event"); PROVIDED, HOWEVER, that this indemnification
provision shall not be construed or deemed to be the exclusive remedy of SAMCO,
New York Life Insurance Company and the Trustee for any such Damages caused by,
resulting or arising from, relating to or in connection with any Event, and at
all times, each of SAMCO, New York Life Insurance Company and the Trustee shall
have and be entitled to any and all other remedies available to it at law or in
equity for any such Damages from an Event or otherwise. If any Damages shall be
asserted by a third party against or suffered by any of the Indemnified Parties
in respect of which such person proposes to demand indemnification hereunder,
such Indemnified Party shall promptly notify WEC in writing thereof, but the
failure to so notify shall not relieve WEC of any indemnification obligation
hereunder unless and to the extent that such failure actually prejudices WEC.
Subject to the right of or duties to any insurer or other third person having
liability therefor, WEC shall have the absolute right, at its option and at its
own expense, to assume the control of the defense of, or compromise or
settlement in connection with, any such Damages, including the employment of
counsel of its choice; PROVIDED, HOWEVER, that the Indemnified
11
<PAGE>
Party may participate in any proceeding for Damages with counsel of its choice
and at its own expense. If (a) WEC elects not to assume control of the defense,
compromise or settlement or (b) both an Indemnified Party and WEC are named in
any such proceeding for Damages, and the Indemnified Party shall have been
advised in writing by its counsel that there may be legal defenses available to
the Indemnified Party which are different from or additional to those available
to WEC, the Indemnified Party shall have the right to retain counsel of its own
choosing and reasonably satisfactory to WEC and in such event WEC shall pay all
reasonable fees and disbursements of such counsel promptly upon its receipt of
statements therefor. In no event shall WEC be required to pay fees and
disbursements for more than one firm of attorneys in connection with any one
claim for indemnification for each of (i) New York Life Insurance Company, SAMCO
and their respective Indemnified Parties and (ii) the Trustee and its
Indemnified Parties. If separate counsel is retained by the Indemnified Party
as provided herein, such counsel shall be required to cooperate fully with WEC's
counsel in such defense, compromise or settlement for the purpose of informing
and sharing information with WEC and its counsel to the extent such cooperation
does not prejudice the Indemnified Party, and WEC shall not be liable for any
compromise or settlement effected by the Indemnified Party without its prior
written consent (which consent shall not be unreasonably withheld). If WEC
elects to assume the control of such defense, compromise or settlement, the
Indemnified Party shall cooperate with WEC in connection therewith, and the
Indemnified Party shall not be liable for any compromise or settlement effected
by WEC without its prior written consent (which consent shall not be
unreasonably withheld). WEC agrees that New York Life Insurance Company will
have third-party beneficiary rights with respect to the provisions of this
Section 10. SAMCO, WEC, WestSec and Westar agree that no amendments to the
SAMCO Agreements may be effected without the prior written consent of all the
parties thereto, except that WEC agrees not to unreasonably withhold its consent
to any amendment which does not adversely affect the obligations of WEC
thereunder, hereunder, under the Purchase Agreement or under the Purchase
Agreement Amendment.
11. EXPENSES. WEC and WestSec each covenants and agrees with SAMCO
and the Trustee that WEC and WestSec shall be jointly and severally obligated to
pay all
12
<PAGE>
attorneys' fees, costs and expenses relating to SAMCO's due diligence with
respect to the request for SAMCO's consent and the negotiation, execution,
delivery and performance of this Agreement, including, without limiting the
generality of the foregoing, all (i) reasonable attorneys' fees, costs and
expenses payable to any counsel for SAMCO and New York Life Insurance Company,
including Skadden, Arps, Slate, Meagher & Flom LLP and Gilbert, Segall and Young
LLP, (ii) reasonable fees, costs and expenses payable to Price Waterhouse LLP
and Coopers & Lybrand L.L.P., (iii) reasonable fees, costs and expenses payable
to the Trustee and (iv) reasonable attorneys' fees, costs and expenses payable
to counsel for the Trustee. Notwithstanding the foregoing, WestSec agrees with
SAMCO, the Trustee and WEC that WestSec shall be obligated to pay all commitment
fees, drawdown fees, administrative fees, principal, interest and other fees,
costs, expenses or other charges (including, without limitation, to the extent
required, fees, costs and expenses payable to any counsel to the issuing bank)
incurred pursuant to the terms of the Letter of Credit or any agreement entered
into in connection therewith or related thereto.
12. CONFIRMATION OF TRUSTEE. The Trustee hereby confirms that the
assignment, assumption, amendment and modification of the OSA and the Accounts
Purchase Agreements contained in this Agreement does not require its consent.
13. CONSENT OF SAMCO. SAMCO hereby consents to the assignment,
assumption, amendment and modification of the OSA and the Accounts Purchase
Agreements contained in this Agreement.
14. EXCLUSIVE PURCHASE AGREEMENTS. WEC, WestSec and Westar hereby
represent to SAMCO that (i) they have provided to SAMCO a true and complete copy
of the Purchase Agreement and the Purchase Agreement Amendment and (ii) such
agreements and this Agreement are the exclusive agreements among such parties
hereto and Western relating to the subject matter thereof.
15. WEC CORPORATE RESTRUCTURING. WEC agrees that, immediately
following any corporate restructuring of WEC, the obligations of WEC under this
Agreement will be obligations of the same entity that will be the primary
13
<PAGE>
obligor under the senior indebtedness of WEC outstanding immediately prior to
such restructuring.
16. MISCELLANEOUS. (a) This Agreement shall be construed in accordance
with the laws of New York without regard to principles of conflict of laws;
PROVIDED, HOWEVER, that the Modifications of the Accounts Purchase Agreements
shall be governed by the laws of the State of Texas without regard to principles
of conflict of laws.
(b) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(c) This Agreement may only be amended by a writing executed by each
of the parties hereto.
(d) The headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
(e) This Agreement shall be deemed severable. The invalidity or
unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of this Agreement or of any other term hereof, which
shall remain in full force and effect.
14
<PAGE>
(f) This Agreement serves as an Amendment to the OSA and to the
Accounts Purchase Agreements which, as modified hereby, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers, signatories or attorneys-in-fact
as of the day and year first above written.
NYLIFE STRUCTURED ASSET MANAGEMENT
COMPANY LTD.
By: /s/ Kevin M. Micucci
-----------------------------
Name: Kevin M. Micucci
Title: President
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ Michele K. Buttgereit
-----------------------------
Name: Michele K. Buttgereit
Title: Authorized Signatory
WESTSEC, INC.
By: /s/ Craig A. Weingartner
-----------------------------
Name: Craig A. Weingartner
Title: Attorney-in-Fact
15
<PAGE>
WESTAR CAPITAL, INC.
By: /s/ Craig A. Weingartner
-----------------------------
Name: Craig A. Weingartner
Title: Attorney-in-Fact
CONFIRMATION AS TO THE MATTERS
SET FORTH IN SECTION 12 ABOVE:
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ Louis T. Young
-------------------------------------
Name: Louis T. Young
Title: Vice President
16
