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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) September 6, 1996
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Safety 1st, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-21404 04-2836423
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(Commission File No.) (I.R.S. Employer Identification No.)
210 Boylston St., Chestnut Hill, Massachusetts 02167
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(Address of Principal Executive Offices) (Zip Code)
(617) 964-7744
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
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The Company has entered into a Second Amendment to Forbearance Agreement
with its lenders, by which the lenders have agreed to extend the Forbearance
Termination Date (as defined in the Agreement) from September 6, 1996 until
September 20, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) The following Exhibit is filed as part of this Report.
Exhibit Description
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10.1 Second Amendment to Forbearance Agreement among Fleet
National Bank, The First National Bank of Boston and
U.S. Trust and Safety 1st, Inc., et al.
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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.
Safety 1st, Inc.
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(Registrant)
Date September 18, 1996 By /s/ Michael Lerner
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Michael Lerner, President
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description Page
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10.1 Second Amendment to Forbearance Agreement among 6
Fleet National Bank, The First National Bank of Boston
and U.S. Trust and Safety 1st, Inc., et al.
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EXHIBIT 10.1
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Exhibit 10.1
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
AMONG FLEET NATIONAL BANK,
THE FIRST NATIONAL BANK OF BOSTON,
USTRUST AND SAFETY 1ST, INC., ET AL.
This Second Amendment to Forbearance Agreement (the "Second Amended
Forbearance Agreement") is made with respect to that certain Loan Agreement
dated March 28, 1996 as heretofore amended (the "Loan Agreement"), by and among
Safety 1st, Inc. ("Safety 1st"), a Massachusetts corporation with offices at 210
Boylston Street, Chestnut Hill, Massachusetts; Safety 1st (Europe) Limited
("Safety Europe"), a limited liability company organized under the laws of the
United Kingdom, 3232301 Canada, Inc. ("3232301"), a corporation organized under
the federal laws of Canada; Safety 1st Home Products Canada, Inc. ("Safety
Canada"), a corporation organized under the federal laws of Canada; Safety 1st
International, Inc. ("Safety International"), a corporation organized under the
laws of the U.S. Virgin Islands; and Fleet National Bank ("Fleet" or the
"Agent"), a banking corporation organized under the laws of the United States;
the First National Bank of Boston ("Bank of Boston"), a banking corporation
organized under the laws of the United States; and USTrust ("UST"), a
Massachusetts trust company (collectively "the Bank""). Safety 1st, Safety
Europe, 3232301, Safety Canada and Safety International are sometimes
collectively hereinafter referred to as "the Borrowers". The term "Loan
Documents" as used herein shall include those documents, instruments and
agreements executed and delivered in connection with this Second Amended
Forbearance Agreement, the Amended Forbearance Agreement and the Forbearance
Agreement (as
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defined hereinafter), as well as the documents, instruments and agreements
included within the defined term "Loan Documents" in the Loan Agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Loan Agreement.
This Second Amended Forbearance Agreement extends that certain Forbearance
Agreement among the Banks, the Borrowers and Michael Lerner ("Lerner") dated
August 2, 1996 (the "Forbearance Agreement") and that certain Amended
Forbearance Agreement among the Banks, the Borrowers and Lerner dated August 13,
1996 (the "Amended Forbearance Agreement") which continue to be in effect except
to the extent expressly superseded by this Second Amended Forbearance Agreement
and except to the extent that provisions of this Second Amended Forbearance
Agreement contradict the Amended Forbearance Agreement, in which case the
provisions of this Second Amended Forbearance Agreement shall control.
The Borrowers and Lerner have requested that the Banks continue to forbear
through September 20, 1996 from enforcement of their rights and remedies against
the Borrowers.
The Banks are willing to continue to forbear from the exercise of such
rights and remedies but only upon the terms and conditions and based upon the
representations and warranties of the Borrowers and Lerner herein.
1. The Borrowers hereby acknowledge that they are unconditionally liable
to the Banks for the full and immediate payment of each of the obligations
described in EXHIBIT I attached hereto and incorporated herein by reference as
of the date thereof,
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plus all charges that may arise under the Loan Documents, including attorneys
fees and costs of collection incurred in connection with such obligations by the
Banks.
2. The Borrowers and Lerner (as "Limited Guarantor") further acknowledge
that the Banks have no existing commitments, obligations or agreements to
advance credit or loans or make any other financial accommodations to the
Borrowers except as specifically set forth in the Forbearance Agreement and the
Amended Forbearance Agreement.
3. Upon the terms and conditions set forth herein, the Banks agree that
they will forbear from exercising the rights and remedies contained in the Loan
Documents, at law and in equity until the earlier of: (i) occurrence of an Event
of Default arising after the date of this Amendment other than the continuing
Event of Default as the result of a breach of the covenants described in Exhibit
3, or (ii) September 20, 1996 (the "Forbearance Termination Date").
Notwithstanding the acknowledgment of existing defaults contained in the
Forbearance Agreement, the Banks do not hereby agree to waive any of the
existing financial or other covenant Events of Defaults under the Loan
Agreement. The Borrowers shall comply with all of their other obligations to the
Banks as set forth in the Loan Documents. The Borrowers and Lerner acknowledge
that the Banks are under no obligation to continue to forbear, and have not
agreed to or made any representations that they would agree to forbear, after
the Forbearance Termination Date.
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4. As additional consideration for the Banks' agreement to enter into
this Second Amended Forbearance Agreement, the Borrowers shall pay to the Banks
a forbearance fee in the amount of $40,000.00 on the day of this Amendment. The
forbearance fee shall be shared by the Banks in accordance with their Commitment
Percentages.
5. Lerner has previously executed and delivered to the Banks a Limited
Guaranty and First Amendment to Limited Guaranty (the "Lerner Guaranty")
pursuant to which Lerner guaranteed and continues to guaranty to the Banks the
full and timely payment of all Obligations of the Borrowers to the Banks up to
the dollar limitation referenced in the Lerner Guaranty. Lerner hereby reaffirms
(i) the provisions of the Lerner Guaranty and (ii) the provisions and terms of
the Third Party Pledge Agreement securing the Lerner Guaranty, and the First
Amendment to Third Party Pledge Agreement.
6. The Borrowers and Lerner (and their successors and assigns) hereby
release, waive and forever relinquish all claims, demands, obligations,
liabilities and causes of action of whatever kind or nature, whether known or
unknown, which any of them may have or might assert now or in the future,
against the Banks, their officers, directors, employees, agents, attorneys and
accountants, directly or indirectly, arising out of, based upon, or in any
manner connected with, (i) any transaction, event, action, failure to act or
occurrence of any sort or type, whether known or unknown, which existed,
occurred or was taken, permitted or begun prior to
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the execution of this Amendment; (ii) any discussions, commitments,
negotiations, conversations or communications with respect to the Borrowers' and
Lerner's respective Obligations prior to the execution of this Amendment; or
(iii) anything or matter prior to the execution of this Amendment related to any
of the foregoing.
7. As of the date hereof, the Borrowers and Lerner represent and warrant
that they have no offsets, claims, or other defenses to payment of full of their
obligations to the Banks, and reaffirm that all of the representations and
warranties made by them in the Loan Agreement, Forbearance Agreement, the
Amended Forbearance Agreement, this Second Amended Forbearance Agreement and the
other Loan documents, instruments and agreements remain true and correct, except
for the defaults in financial and other covenants set forth in Exhibit 3 hereto.
8. The Borrowers and Lerner shall take such further actions, and execute
and deliver to the Banks such further documents and agreements as the Banks may
require to evidence the agreements contained in the Loan Agreement, the
Forbearance Agreement, the Amended Forbearance Agreement and herein, and the
Banks shall take such actions and execute and deliver such documents and
agreements as may be required to evidence their agreements contained herein.
9. This Amendment and the documents, instruments and agreements delivered
in connection herewith, together with the Forbearance Agreement, the Amended
Forbearance Agreement, and documents, instruments and agreements delivered in
connection therewith, represent the entire agreement among the parties with
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respect to the subject matter hereof, and shall be construed in accordance with
the laws of the Commonwealth of Massachusetts as an agreement under seal.
WITNESS OUR BANDS AND SEALS THIS ____ DAY OF SEPTEMBER, 1996.
BORROWER
SAFETY 1ST, INC.
By:__________________________________
Michael Lerner, President
SAFETY 1ST (EUROPE) LIMITED
By:__________________________________
Michael Lerner, Director
By:__________________________________
Michael Bernstein, Director
SAFETY 1ST HOME PRODUCTS CANADA, INC.
By:__________________________________
Michael Lerner, President
3232301 CANADA, INC.
By:__________________________________
Michael Lerner, Director
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