FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 6, 1996
(Date of earliest event reported)
LEVITZ FURNITURE INCORPORATED LEVITZ FURNITURE CORPORATION
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Florida
(State or other jurisdiction of (State or other jurisdiction of
incorporation) incorporation)
1-12046 1-5787
(Commission File Number) (Commission File No.)
23-2351830 23-1657490
(IRS Employer Identification No.) (IRS Employer Identification No.)
6111 Broken Sound Parkway, N.W.
Boca Raton, Florida 33487-2799
(561) 994-6006
(Address including zip code, and telephone number including area code
of registrants' principal executive offices)
Item 5. Other Events.
Effective on December 6, 1996 Levitz Furniture Corporation, a
Florida corporation ("LFC"), and certain of its wholly-owned
subsidiaries, executed Amendment No. 1 to the Credit Agreements dated
as of July 1, 1996 between LFC and such wholly-owned subsidiaries, as
Borrowers, and BT Commercial Corporation, as agent and the several
lenders parties thereto, as Lenders (the "Senior Secured Facilities").
Such Amendment No. 1 revised downward the Interest Coverage covenant
contained in the Senior Secured Facilities. LFC is a wholly-owned
subsidiary of Levitz Furniture Incorporated, a Delaware corporation.
A copy of such Amendment No. 1 is attached hereto as Exhibit 99
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibits:
99 Amendment No. 1 to Credit Agreements
dated as of December 6, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
LEVITZ FURNITURE INCORPORATED
By: /s/ Edward P. Zimmer
-------------------------
Name: Edward P. Zimmer
Title: Vice President
Date: December 6, 1996
EXHIBIT 99
AMENDMENT NO. 1
TO
CREDIT AGREEMENTS
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENTS ("Amendment") is dated as of
December 6, 1996, by and among LEVITZ FURNITURE CORPORATION, a Florida
corporation ("LFC"), LEVITZ FURNITURE COMPANY OF THE MIDWEST, INC., a
Colorado corporation ("LFC Midwest"), LEVITZ FURNITURE COMPANY OF THE
PACIFIC, INC., a California corporation ("LFC Pacific"), LEVITZ FURNITURE
COMPANY OF WASHINGTON, INC., a Washington corporation ("LFC Washington") and
JOHN M. SMYTH COMPANY, an Illinois corporation ("Smyth") (LFC, LFC Midwest,
LFC Pacific, LFC Washington and Smyth sometimes hereinafter referred to
individually as a "Borrower" and collectively as the "Borrowers"); LFC,
acting in its capacity as borrowing agent for the Borrowers (LFC, in such
capacity, the "LFC Funds Administrator"); BT COMMERCIAL CORPORATION, a
Delaware corporation (in its individual capacity, hereinafter referred to as
"BTCC"), acting in its capacity as agent (in such capacity, hereinafter
referred to as the "Tranche A Agent") under the "Tranche A Credit Agreement"
(as hereinafter defined); BTCC, acting in its capacity as agent (in such
capacity, hereinafter referred to as the "Tranche B Agent") under the
"Tranche B Credit Agreement" (as hereinafter defined); and each of the
"Lenders" (as defined in the Tranche A Credit Agreement) and "Tranche B
Lenders" (as defined in the Tranche A Credit Agreement). Capitalized terms
used herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the "Credit Agreements" (as hereinafter
defined).
WITNESSETH:
WHEREAS, Borrowers, the Tranche A Agent and the Lenders have entered
into that certain Credit Agreement dated as of July 1, 1996, (the "Tranche A
Credit Agreement"), pursuant to which the Lenders have agreed to make certain
loans and other financial accommodations to or for the account of Borrowers;
WHEREAS, Borrowers, the Tranche B Agent and the Tranche B Lenders have
entered into that certain Credit Agreement dated as of July 1, 1996 (the
"Tranche B Credit Agreement"), pursuant to which the Tranche B Lenders have
agreed to make certain loans and other financial accommodations to or for the
account of Borrowers;
WHEREAS, Borrowers have requested that the Tranche A Agent and Tranche B
Agent (sometimes hereinafter referred to collectively as the "Agents") and
the Lenders and Tranche B Lenders (sometimes hereinafter referred to
collectively as the "Lenders") amend the Tranche A Credit Agreement and
Tranche B Credit Agreement (sometimes hereinafter referred to collectively as
the "Credit Agreements"); and
WHEREAS, Lenders and Agents have agreed to amend the respective Credit
Agreements, on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the respective parties hereto hereby agree as follows:
1. Amendment to Credit Agreements. Effective as of the date hereof,
upon satisfaction of the conditions precedent set forth in Section 2 below,
and in reliance upon the representations and warranties of Borrowers set
forth herein, each of the Credit Agreements is hereby amended as follows:
1.1 Section 8.1 of each of the Credit Agreements is hereby deleted
in its entirety and the following language is hereby substituted therefor:
8.1 Interest Coverage.
The Borrowers shall not permit the ratio of EBITDA to Interest
Expense, in each case of the Consolidated Entity as the end of any
period set forth below; to be less than the ratio set forth
opposite such period:
Period Ratio
Nine months ending December 31, 1996 1.0 to 1.0
Twelve months ending March 31, 1997 1.0 to 1.0
Twelve months ending June 30, 1997 1.0 to 1.0
Twelve Months Ending September 30, 1997 1.0 to 1.0
For each twelve month period ending
as of the end of each fiscal quarter
during the period commencing
October 1, 1997 through and including
June 30, 1998 1.4 to 1.0
For each twelve month period ending
as of the end of each fiscal quarter
thereafter until the fifth anniversary
of the Closing Date 1.5 to 1.0
2. Conditions Precedent. This Amendment shall become effective as of
the date hereof, upon satisfaction of each of the following conditions:
(a) Agent shall have received twelve (12) copies of this
Amendment, duly executed by the LFC Funds Administrator, each of the
Borrowers and each of the Lenders; and
(b) Agent shall have received in immediately available United
States dollars for the ratable benefit of the Lenders a fee in the
amount of $75,000.00.
3. Representations, Warranties and Covenants.
3.1 Each of the Borrowers hereby represents and warrants to each
of the Agents and Lenders that, after giving effect to this Amendment:
(a) All representations and warranties contained in each of the
Credit Agreements and the other Transaction Documents are true and
correct in all material respects on and as of the date of this
Amendment, in each case as if then made, other than representations and
warranties that expressly relate solely to an earlier date (in which
case such representations and warranties were true and accurate on and
as of such earlier date);
(b) No Default or Event of Default has occurred which has not been
waived (or, in the case of an Event of Default, cured) pursuant to the
terms of the Credit Agreements;
(c) this Amendment, and each of the Credit Agreements as amended
hereby, constitute legal, valid and binding obligations of the LFC Funds
Administrator and each of the Borrowers and are enforceable against such
Persons in accordance with their respective terms; and
(d) the execution and delivery by the LFC Funds Administrator and
each of the Borrowers of this Amendment does not require the consent or
approval of any Person, except such consents and approvals as shall have
been obtained.
4. Reference to and Effect on the Credit Agreements and the Other
Credit Documents.
4.1 Upon the effectiveness of this Amendment, each reference in
each of the Credit Agreements to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference in each of the other
Transaction Documents to the "Credit Agreement," the "Tranche A Credit
Agreement" and/or the "Tranche B Credit Agreement shall in each case mean and
be a reference to the respective Credit Agreements as amended hereby.
4.2 Except as expressly set forth herein, (i) the execution and
delivery of this Amendment shall in no way affect any of the respective
rights, powers or remedies of either of the Agents or any of the Lenders with
respect to any Event of Default nor constitute a waiver of any provision of
either of the Credit Agreements or any of the other Transaction Documents and
(ii) all respective terms and conditions of the Credits Agreement, the other
Transaction Documents and all other documents, instruments, amendments and
agreements executed and/or delivered by the Borrowers and/or the LFC Funds
Administrator pursuant thereto or in connection therewith shall remain in
full force and effect and are hereby ratified and confirmed in all respects.
The execution and delivery of this Amendment by the Agents and each of the
Lenders shall in no way obligate the Agents or any of the Lenders, at any
time hereafter, to consent to any other amendment or modification of any term
or provision of the Credit Agreements or any of the other Credit Documents,
whether of a similar or different nature.
5. Governing Law. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
AND DECISIONS OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date first set forth above.
LFC FUNDS ADMINISTRATOR:
LEVITZ FURNITURE CORPORATION, a Florida
corporation, in its capacity as LFC
Funds Administrator
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
BORROWERS:
LEVITZ FURNITURE CORPORATION, a Florida
corporation
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
LEVITZ FURNITURE COMPANY OF THE MIDWEST,
INC., a Colorado corporation
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
LEVITZ FURNITURE COMPANY OF THE PACIFIC,
INC., a California corporation
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
LEVITZ FURNITURE COMPANY OF WASHINGTON,
INC., a Washington corporation
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
JOHN M. SMYTH COMPANY, an Illinois
corporation
By: /s/ Patrick J. Nolan
------------------------------
Name: Patrick J. Nolan
Title: Vice President
AGENTS:
BT COMMERCIAL CORPORATION, in its
respective capacities as Tranche A Agent
and Tranche B Agent
By: /s/ Wayne D. Hillock
------------------------------
Wayne D. Hillock
Senior Vice President
LENDERS:
BT COMMERCIAL CORPORATION
By: /s/ Wayne D. Hillock
------------------------------
Wayne D. Hillock
Senior Vice President<PAGE>
SANWA BUSINESS CREDIT CORPORATION
By: _____________________________________
Name: ________________________________
Title: ________________________________
LASALLE NATIONAL BANK
By: /s/ Christopher G. Clifford
--------------------------------
Name: Christopher G. Clifford
Title: Sr. Vice President
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: /s/ Steven Linderman
------------------------------
Name: Steven Linderman
Title: Vice President
HELLER BUSINESS CREDIT, INC.
By: /s/ Dwayne L. Coker
------------------------------
Name: Dwayne L. Coker
Title: Vice President
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: _____________________________________
Name: ________________________________
Title: ________________________________
FINOVA CAPITAL CORPORATION
By: /s/ Pete Martinez
------------------------------
Name: Pete Martinez
Title: Assistant Vice President
APOLLO INVESTMENT FUND III, L.P.
By: APOLLO ADVISORS II, L.P., its General Partner
By: APOLLO CAPITAL MANAGEMENT II, INC.
its General Partner
By: /s/ Josh Harris
--------------------
Name: Josh Harris
Title: Vice President
APOLLO OVERSEAS PARTNERS III, L.P.
By: APOLLO ADVISORS II, L.P.,
its Managing General Partner
By: APOLLO CAPITAL MANAGEMENT II, INC., its
General Partner
By: /s/ Josh Harris
--------------------
Name: Josh Harris
Title: Vice President
APOLLO (U.K.) PARTNERS III, L.P.,
By: APOLLO ADVISORS II, L.P., its Managing General
Partner
By: APOLLO CAPITAL MANAGEMENT II, INC.
its General Partner
By: /s/ Josh Harris
--------------------
Name: Josh Harris
Title: Vice President
