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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 8, 1997
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CHART INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11442 34-1712937
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
34799 Curtis Boulevard Eastlake, Ohio 44095
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (440) 946-2525
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 8, 1997, Chart Industries, Inc. (the "Company")
entered into a First Amendment to Credit Agreement (the "Amendment"), by and
among the Company, ALTEC International Limited Partnership ("ALTEC"), ALTEC,
Inc. ("AI"), Chart Management Company, Inc. ("Management"), Chart Industries
Foreign Sales Corporation ("Chart FSC"), Greenville Tube Corporation
("Greenville"), Process Systems International, Inc. ("PSI"), Cryenco Sciences,
Inc. ("Cryenco"), and Cryenco, Inc. ("CI"); National City Bank and NBD Bank
(collectively, the "Banks"); and National City Bank, as Agent for the Banks
(the "Agent"). The Amendment amends the Credit Agreement, dated as of July 29,
1997 (the "Credit Agreement"), by and among the Company, ALTEC, AI, Management,
Chart FSC, Greenville, PSI, Cryenco, and CI (collectively, the "Borrowing
Group"), the Banks and the Agent, by deleting or amending certain provisions
relating to the ownership and control of the Company and its subsidiaries, and
by amending certain provisions relating to the payment of dividends and public
offerings of the Company's Common Stock. A copy of the Amendment is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
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None.
(b) Pro Forma Financial Information.
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None.
(c) Exhibits.
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Exhibit No. Description
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10.1 First Amendment to Credit Agreement, dated
as of October 8, 1997, between the
Company, ALTEC International Limited
Partnership, ALTEC, Inc., Chart Management
Company, Inc., Chart Industries Foreign
Sales Corporation, Greenville Tube
Corporation, Process Systems
International, Inc., Cryenco Sciences,
Inc., and Cryenco, Inc.; National City
Bank and NBD Bank; and National City Bank,
as Agent for the Banks.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHART INDUSTRIES, INC.
By: /s/ Don A. Baines
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Don A. Baines
Chief Financial Officer and Treasurer
Date: October 14, 1997
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EXHIBIT 10.1
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Agreement") is executed
at Cleveland, Ohio as of October 8, 1997 by and among CHART INDUSTRIES, INC., a
Delaware Corporation ("Parent"), ALTEC INTERNATIONAL LIMITED PARTNERSHIP
("Altec"), ALTEC, INC. ("AI") , CHART MANAGEMENT COMPANY, INC. ("Chart
Management"), CHART INDUSTRIES FOREIGN SALES CORPORATION ("Chart Foreign"),
GREENVILLE TUBE CORPORATION ("Greenville"), PROCESS SYSTEMS INTERNATIONAL, INC.
("PSI"), CRYENCO SCIENCES, INC ("Sciences") CRYENCO, INC. ("CI") ("The Parent,
Altec, AI, Chart Management, Chart Foreign, Greenville, PSI, Sciences and CI
being referred to collectively as the Borrowing Group") and NATIONAL CITY BANK
("NCB") and NBD BANK ("NBD") (NCB and NBD being referred to jointly as the
"Banks" and singly as a "Bank") and NATIONAL CITY BANK, as agent for the
Banks ("the Agent").
WHEREAS, the Borrowing Group, the Banks and the Agent entered into a
credit agreement dated as of July 29, 1997, (the "Credit Agreement"; all terms
used in the Credit Agreement being used herein and with the same meaning); and
WHEREAS, the Borrowing Group and the Banks want to make certain changes
in the Credit Agreement.
NOW, THEREFORE, the Borrowing Group and the Banks agree as follows:
1. DELETION OF SECTION 6.16. Section 6.16, entitled "CONTROL OF
PARENT", is hereby deleted in its entirety.
2. AMENDMENT TO SECTION 7.09. Section 7.09(i)(a) is hereby amended in
its entirety as follows:
(a) The payment of an annual cash dividend which shall not
exceed Six Million Dollars ($6,000,000.00) in any Fiscal Year, which
may be declared and paid only so long as no Possible Default or Event
of Default exists on the date of declaration or payment thereof; and
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3. AMENDMENT TO SECTION 7.10 Section 7.10 is hereby amended in its
entirety as follows:
Section 7.10 DISPOSITION OF ASSETS. No Company will sell, lease
or otherwise dispose of any part of its Assets, including without limitation,
any Equity Interests, except for: (i) public offerings of the Equity Interests
of the Parent, (ii) sales of inventory or other tangible personal property in
the ordinary course of business, and (iii) sales not in the ordinary course of
business in an amount not in excess of $200,000 in any Fiscal Year.
4. AMENDMENT TO SECTION 9.12. Section 9.12 is hereby amended in its
entirety as follows:
Section 9.12 OWNERSHIP. (i) If any "person" or "group" shall
become the "beneficial owner" (as those terms are respectively used in the
Securities and Exchange Act of 1934, as amended, and the rules and regulations
thereunder) of more than thirty percent (30%) of the outstanding voting stock
of the Parent or shall otherwise acquire the power (whether by contract, by
proxy or otherwise) to elect a majority of the Parent's board of directors;
provided, that this Section 9.12 shall not apply to any transaction in which
the "person" or "group" consists of all or any of Charles Holmes, Arthur Holmes
and/or Christine H. Holmes or to any other transaction receiving the prior
approval by a majority of the then members of the Parent's board of directors;
(ii) the Parent shall cease to own the Equity Interests in the Subsidiaries
indicated as owned by it on SCHEDULE 4.01 or an agreement for the sale of any
part of such Equity Interests shall have been entered into by the Parent;
5. REPRESENTATIONS AND WARRANTIES. The Borrowing Group hereby
represents and warrants to Bank that:
(A) The articles of incorporation and the code of regulations
or by-laws of each member of the Borrowing Group has not been amended since the
execution of the Credit Agreement;
(B) The Board of Directors of each member of the Borrowing
Group has authorized the execution, delivery and performance of this Amendment
by such member;
(C) None of the representations and warranties made in Article
IV of the Credit Agreement has ceased to be true and complete in any material
respect as of the date hereof; and
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(D) As of the date hereof no Possible Default or Event of
Default has occurred that is continuing.
6. ACKNOWLEDGEMENTS CONCERNING OUTSTANDING LOANS. The Borrrowing
Group acknowledges and agrees that, as of the date hereof, all of its
outstanding Obligations to the Bank are owed without any offset, defense, claim
or counterclaim of any nature whatsoever.
7. REFERENCES. On and after the effective date of this Amendment,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", or words of like import referring to the Credit Agreement, and each
reference in the Revolving Notes to the "Credit Agreement", "thereof", or words
of like import referring to the Credit Agreement shall mean and refer to the
Credit Agreement as amended hereby. The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Banks under the Credit Agreement or constitute a waiver
of any provision of the Credit Agreement except as specifically set forth
herein.
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8. COUNTERPARTS AND GOVERNING LAW. This Amendment may be executed
in any number of counterparts, each counterpart to be executed by one or more
of the parties but, when taken together, all counterparts shall constitute one
agreement. This Agreement, and the respective rights and obligations of the
parties hereto, shall be construed in accordance with and governed by Ohio
law.
IN WITNESS WHEREOF, the Borrowing Group and the Banks have executed
this Amendment at the time and place first above mentioned.
CHART INDUSTRIES, INC. CHART MANAGEMENT
COMPANY, INC.
By: /s/ Don A. Baines By: /s/ Don A. Baines
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Don A. Baines, Don A. Baines,
Treasurer and CFO Secretary and Treasurer
ALTEC INTERNATIONAL LIMITED CHART INDUSTRIES FOREIGN
PARTNERSHIP SALES CORPORATION
By: CHART MANAGEMENT By: /s/ Don A. Baines
COMPANY, INC. its ---------------------------
sole general partner Don A. Baines,
Secretary and Treasurer
By: /s/ Don A. Baines
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Don A. Baines, Secretary
and Treasurer
PROCESS SYSTEMS
ALTEC, INC, INTERNATIONAL, INC.
By: /s/ Don A. Baines By: /s/ Don A. Baines
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Don A. Baines, Assistant Don A. Baines, Assistant
Secretary Clerk and Treasurer
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GREENVILLE TUBE CORPORATION CRYENCO SCIENCES, INC.
By: /s/ Don A. Baines By: /s/ Don A. Baines
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Don A. Baines, Assistant Secretary -------------------------------
CRYENCO INC.
By: /s/ Don A. Baines
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NATIONAL CITY BANK
By: /s/ Anthony J. DiMare
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Anthony J. DiMare
Senior Vice President
NBD BANK
By: /s/ Paul R. DeMelo
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Paul R. DeMelo, Vice President
NATIONAL CITY BANK, as agent
By: /s/ Anthony J. DiMare
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Anthony J. DiMare
Senior Vice President
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