CHATWINS GROUP INC
8-K, 1999-06-09
PREFABRICATED METAL BUILDINGS & COMPONENTS
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<PAGE>     1

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  __________

                                   Form 8-K


                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                                 June 7, 1999
- ------------------------------------------------------------------------------
               Date of Report (Date of earliest event reported)


                             CHATWINS GROUP, INC.
- ------------------------------------------------------------------------------
            (Exact name of Registrant as Specified in its Charter)


          Delaware                33-63274                74-2156829
- ------------------------------------------------------------------------------
      (State or other      (Commission File No.)        (IRS Employer
       jurisdiction                                   Identification No.)
      of incorporation)


   300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania              15236
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)


                                 412-885-5501
- ------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                Not Applicable
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)       (Zip Code)

<PAGE>     2

ITEM 5.     Other Events
            ------------

     On June 8, 1999, Chatwins Group, Inc. (the "Company") sent a "Notice of
Extension of Request to Withdraw Tendered Securities" (the "Notice") to the
holders of the Company's 13% Senior Notes due 2003 (the "Securities") who
tendered Securities pursuant to a Purchase Offer made by the Company on May 12,
1999 to purchase 50% of the originally issued principal amount of Securities.
A copy of the Notice is attached hereto as Exhibit 20.2.

     On June 7, 1999, the Company failed to timely fulfill its obligations
pursuant to a Purchase Offer under Section 3.09 of the Indenture, dated May 1,
1993, between the Company and State Street Bank and Trust Company, as successor
trustee to the First National Bank of Boston (the "Trustee"), as amended (the
"Indenture"), which failure constitutes an Event of Default, as defined in the
Indenture.  As required by Section 4.04(c) of the Indenture the Company on
June 8, 1999, delivered a Notice of Event of Default (the "Default Notice") to
the Trustee describing the Event of Default and the steps the Company is taking
to cure the Event of Default.  A copy of the Default Notice is attached hereto
as Exhibit 20.3.

ITEM 7.     Exhibits
            --------

            (c)     Exhibits

                    20.2     Notice, dated June 8, 1999, of Extension of
                             Request to Withdraw Tendered Securities,
                             dated June 2, 1999, to Holders of Senior Notes
                             tendered to Chatwins Group, Inc.

                    20.3     Notice, dated June 8, 1999, to the trustee of
                             Event of Default.

<PAGE>     3

                                  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.

                                         CHATWINS GROUP, INC.



Dated:  June 9, 1999                     By:/s/John M. Froehlich
                                            ----------------------------------
                                               John M. Froehlich
                                               Chief Financial Officer

<PAGE>     4

                                EXHIBIT INDEX

Exhibit Number            Description of Exhibit
- --------------            ----------------------

    20.2                  Notice, dated June 8, 1999, of Extension of
                          Request to Withdraw Tendered Securities, dated
                          June 2, 1999, of the Company to Holders of
                          Senior Notes tendered to Chatwins Group, Inc.

    20.3                  Notice, dated June 8, 1999, to State Street
                          Bank and Trust Company of Event of Default.



<PAGE>     5
                                                         EXHIBIT 20.2

                             CHATWINS GROUP, INC.
                         300 Weyman Plaza, Suite 340
                             Pittsburgh, PA 15236


TO:          HOLDERS OF SENIOR NOTES TENDERED
             TO CHATWINS GROUP, INC.

FROM:        Chatwins Group, Inc.

DATE:        June 8, 1999

RE:          Notice of Extension of Request to Withdraw Tendered Securities
             --------------------------------------------------------------

     Capitalized terms used herein but not otherwise defined shall have the
respective meanings ascribed to them in the Indenture, dated as of May 1, 1993,
between Chatwins Group, Inc. (the "Company") and State Street Bank and Trust
Company, as successor Trustee to The First National Bank of Boston (the
"Trustee"), as amended (the "Indenture").

Background
- ----------

     a)     In accordance with Section 3.09 of the Indenture, the Company
delivered a Notice of Purchase Offer, dated May 12, 1999, to Securityholders
pursuant to which the Company made an offer to purchase (the "Purchase Offer")
on June 1, 1999 (the "Purchase Date") 50% of the originally issued principal
amount of the 13% Senior Notes due 2003 of the Company (the "Securities").

     b)     As of the Purchase Date, $24,121,000 principal amount of Securities
had accepted the Purchase Offer (the "Tendered Securities").

     c)     On June 2, 1999, the Company delivered a Notice of Request to
Withdraw Tendered Securities (the "Withdrawal Request Offer") to the holders of
Tendered Securities ("Tendering Securityholders") pursuant to which the Company:

            (1)     offered to pay a fee (the "Withdrawal Fee") equal to two
percent (2%) of the principal amount of the Tendered Securities in respect of
which Tendering Securityholders agree to withdraw their election to tender (a
"Withdrawal"); and

            (2)     informed the Tendering Securityholders that Contrarian
Capital Management, LLC as agent for certain entities (collectively,
"Contrarian") had agreed with the Company that it would purchase, for the same
price payable by the Company under the Purchase Offer, Tendered Securities from
all Tendering Securityholders who did not wish to elect a Withdrawal.
Contrarian's agreement with the Company provides that it elects a Withdrawal of
all Tendered Securities it acquires, if any, in consideration of which it will
receive the Withdrawal Fee in respect of the Tendered Securities so acquired and
withdrawn.

<PAGE>     6
     d)     As of the date hereof:

            (1)     $7,100,000 principal amount of Tendered Securities have
withdrawn their election to tender and will receive the Withdrawal Fee; and

            (2)     Contrarian has purchased or agreed to purchase $16,186,000
principal amount of Tendered Securities, subject to, in some cases, completion
of formal, definitive documentation (as noted above, Contrarian has already
agreed to withdraw the election to tender such Securities and will receive the
Withdrawal Fee in respect thereof); and

            (3)     $835,000 principal amount of Tendered Securities remain
outstanding under the Purchase Offer (the "Outstanding Tendered Securities").

Extension of Offer
- ------------------

     This Notice is to inform  all Tendering Securityholders that (i) pursuant
to its authority under Section 3.09 of the Indenture the Company has extended
indefinitely the time by which Tendering Securityholders may elect a Withdrawal
and receive the Withdrawal Fee in respect thereof and (ii) Contrarian continues
to stand ready to purchase Outstanding Tendered Securities for the same price
payable by the Company under the Purchase Offer.

     The Company reserves the right to terminate this extension of its
Withdrawal Request Offer at any time for any reason and without prior notice.



<PAGE>     7
                                                         EXHIBIT 20.3

                             CHATWINS GROUP, INC.
                         300 Weyman Plaza, Suite 340
                             Pittsburgh, PA 15236


VIA FACSIMILE & FEDERAL EXPRESS
- -------------------------------


                                                           June 8, 1999

State Street Bank and Trust Company
Corporate Trust Department
Two International Place, 4th Floor
Boston, MA 02110

Attention:  Ms. Jacqueline Bonhomme, Account Administrator

Re:         Chatwins Group, Inc. Indenture, 13% Senior Notes Due 2003 -
            Notice of Event Of Default
            -----------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 4.04(c) of the Indenture, dated as of May 1,
1993, between Chatwins Group, Inc. (the "Company") and State Street Bank and
Trust Company, as successor Trustee to The First National Bank of Boston (the
"Trustee"), as amended (the "Indenture"), the below indicated Officer hereby
certifies that, to the best of his knowledge and belief (capitalized terms used
herein but not defined having the respective meanings ascribed to them in the
Indenture):

     a)     In accordance with Section 3.09 of the Indenture, the Company
delivered a Notice of Purchase Offer, dated May 12, 1999, to Securityholders
pursuant to which the Company made an offer to purchase (the "Purchase Offer")
on June 1, 1999 (the "Purchase Date") 50% of the originally issued principal
amount of the 13% Senior Notes due 2003 of the Company (the "Securities").

     b)     As of the Purchase Date, $24,121,000 principal amount of Securities
had accepted the Purchase Offer (the "Tendered Securities").

     c)     On June 2, 1999, the Company delivered a Notice of Request to
Withdraw Tendered Securities (the "Withdrawal Request Offer") to the holders of
Tendered Securities ("Tendering Securityholders") pursuant to which the Company:

            (1)     offered to pay a fee (the "Withdrawal Fee") equal to two
percent (2%) of the principal amount of the Tendered Securities in respect of
which Tendering Securityholders agree to withdraw their election to tender (a
Withdrawal); and

            (2)     informed the Tendering Securityholders that Contrarian
Capital Management, LLC as agent for certain entities (collectively,
"Contrarian") had agreed with the Company that it would purchase, for the same
price payable by the Company under the Purchase Offer, Tendered Securities from
all Tendering Securityholders who did not wish to elect a Withdrawal.

<PAGE>     8
Contrarian's agreement with the Company provides that it elects a Withdrawal of
all Tendered Securities it acquires, if any, in consideration of which it will
receive the Withdrawal Fee in respect of the Tendered Securities so acquired and
withdrawn.

     d)     As of the date hereof:

            (1)     $7,100,000 principal amount of Tendered Securities have
withdrawn their election to tender and will receive the Withdrawal Fee; and

            (2)     Contrarian has purchased or agreed to purchase $16,186,000
principal amount of Tendered Securities, subject to, in some cases, completion
of definitive documentation (as noted above, Contrarian has already agreed to
withdraw the election to tender such Securities and will receive the Withdrawal
Fee in respect thereof); and

            (3)     $835,000 principal amount of Tendered Securities remain
outstanding under the Purchase Offer (the "Outstanding Tendered Securities").

     e)     Pursuant to Section 3.09 of the Indenture, the Company was obligated
to deposit with the Trustee or the Paying Agent money in immediately available
funds equal to the 100% of the aggregate outstanding principal amount, plus
accrued and unpaid interest, if any (the "Purchase Price"), of the Outstanding
Tendered Securities  by 12:30 p.m. Eastern Daylight Time on June 7, 1999.  The
Company did not do so.

     f)     Under Section 6.06(6) of the Indenture, the Company's failure to
timely fulfill its obligations under Section 3.09 as described in paragraph (e)
above constitutes a failure to pay principal which in turn constitutes an Event
of Default under Section 6.01(2) of the Indenture.

     g)     The Company has today instructed the Trustee to notify all Tendering
Securityholders that (i) pursuant to its authority under Section 3.09 of the
Indenture the Company has extended indefinitely the time by which Tendering
Securityholders may withdraw their election to tender Securities pursuant to the
Purchase Offer and receive the Withdrawal Fee in respect thereof and (ii)
Contrarian continues to stand ready to purchase Outstanding Tendered Securities
for the same price payable by the Company under the Purchase Offer.  The Company
reserves the right to terminate this extension of the Withdrawal Request Offer
at any time for any reason and without prior notice.

     h)     The Company is simultaneously attempting to secure the funds needed
to purchase the Outstanding Tendered Securities and to pay the Withdrawal Fees
to all Tendering Securityholders electing a Withdrawal.  The Company is
attempting to borrow these funds as Permitted Indebtedness under the Indenture
within the next several days. At such time as the necessary funds have been
borrowed, the Company will immediately and without further notice to Tendering
Securityholders, use the proceeds to purchase the then balance of Outstanding
Tendered Securities and pay all the Withdrawal Fees, whereupon, the Event of
Default described in paragraphs (e) and (f) above will be cured and will cease
to be a continuing Event of Default.  Although no assurance can be given
that the Company will be able to borrow the necessary funds, because the amount
of the Outstanding Tendered Securities is modest the Company believes it
will be able to secure the financing required.


This notice contains certain forward looking statements made pursuant to the
<PAGE>     9
U.S. Private Securities Litigation Reform Act of 1995.  In particular,
statements with regard to the Company's intentions with respect to consummation
of the Purchase Offer, an Event of Default under the Indenture and the Asset
Sale are forward looking in nature.  By their nature forward looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by the forward looking statements.
Information and factors that could cause actual results to differ materially in
addition to those discussed in this notice are included in the Company's
Form 10-K for the year ended December 31, 1998 which is on file with the U.S.
Securities and Exchange Commission.  The forward looking statements included
in this notice represent the Company's best judgment as of the date hereof
based in part on preliminary information and discussions with third parties
and certain assumptions which management believes to be reasonable.  The
Company disclaims any obligation to update these forward looking statements.

                                          Sincerely,


                                          /s/ Russell S. Carolus
                                          --------------------------------
                                              Russell S. Carolus
                                              Vice President and Secretary
                                              (412)885-5506


cc:    Shipman & Goodwin
       One American Row
       Hartford, CT 06103-2819
       Attention: Daniel P. Brown, Jr., Esq.


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