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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 23, 1999
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Date of Report (Date of earliest event reported)
CHATWINS GROUP, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 33-63274 74-2156829
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236
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(Address of Principal Executive Offices) (Zip Code)
412-885-5501
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report) (Zip Code)
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ITEM 5. Other Events
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On June 23, 1999, Chatwins Group, Inc. (the "Company") sent a "Notice of
Termination 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 (the "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 20.4.
On June 23, 1999, the Company also delivered a Notice of Cure of Event of
Default (the "Cure Notice") to State Street Bank and Trust Company, as
successor Trustee to the First National Bank of Boston (the "Trustee") under
the Indenture, dated as of May 1, 1993, between the Company and the Trustee,
describing that the Company has cured the Event of Default that occurred when
the Company failed to timely fulfill its obligations under the Purchase Offer
by purchasing the Tendered Securities. A copy of the Cure Notice is attached
hereto as Exhibit 20.5.
ITEM 7. Exhibits
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(c) Exhibits
20.4 Notice, dated June 23, 1999, of Termination of
Extension of Request to Withdraw Tendered
Securities to Holders of Senior Notes tendered
to Chatwins Group, Inc.
20.5 Notice, dated June 23, 1999, to the Trustee
of Cure of Event of Default.
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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.
CHATWINS GROUP, INC.
Dated: June 25, 1999 By:/s/John M. Froehlich
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John M. Froehlich
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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20.4 Notice, dated June 23, 1999, of Termination
of Extension of Request to Withdraw Tendered
Securities to Holders of Senior Notes tendered
to Chatwins Group, Inc.
20.5 Notice, dated June 23, 1999, to the Trustee
of Cure of Event of Default.
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EXHIBIT 20.4
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 23, 1999
RE: Notice of Termination of Extension of Request to Withdraw
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Tendered Securities
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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
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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.
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Extension of Offer
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On June 8, 1999, the Company delivered a Notice of Extension of
Request to Withdraw Tendered Securities that informed Tendering Securityholders
(the "Extension Notice") that (i) pursuant to its authority under Section 3.09
of the Indenture the Company was extending indefinitely the time by which
Tendering Securityholders could elect a Withdrawal and receive the Withdrawal
Fee in respect thereof (the "Extension Period") and (ii) Contrarian continued
to stand ready to purchase Tendered Securities for the same price payable by
the Company under the Purchase Offer. In the Extension Notice the Company
reserved the right to terminate the Extension Period for any reason and without
prior notice.
Termination of Extension
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This Notice is to inform all Tendering Securityholders that as of
the date hereof (i) the Company has terminated the Extension Period, (ii)
Contrarian will no longer purchase Tendered Securities for the same price
payable by the Company under the Purchase Offer and (iii) the Company has
purchased the Tendered Securities that were not withdrawn or purchased by
Contrarian.
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EXHIBIT 20.5
CHATWINS GROUP, INC.
300 Weyman Plaza, Suite 340
Pittsburgh, PA 15236
VIA FACSIMILE & FEDERAL EXPRESS
June 23, 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 Cure of Event Of Default
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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 agreed 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
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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.
(d) As of June 8, 1999, $835,000 principal amount of Tendered
Securities had not been withdrawn, directly or by Contrarian as purchaser, and
remained 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 constituted a failure to pay principal which in turn
constituted an Event of Default under Section 6.01(2) of the Indenture.
(g) On June 8, 1999, the Company notified the Trustee that an
Event of Default had occurred under the Indenture by virtue of its failure to
deposit the Purchase Price with the Trustee or the Paying Agent on June 7, 1999.
(h) On June 8, 1999, the Company instructed the Trustee to
notify all Tendering Securityholders that (i) pursuant to its authority under
Section 3.09 of the Indenture the Company was extending indefinitely the time
by which Tendering Securityholders could withdraw their election to tender
Securities pursuant to the Purchase Offer and receive the Withdrawal Fee in
respect thereof (the "Extension Period") and (ii) Contrarian continued to stand
ready to purchase Tendered Securities for the same price payable by the Company
under the Purchase Offer. The Company reserved the right to terminate the
Extension Period of the Withdrawal Request Offer at any time for any reason and
without prior notice.
(i) The Company hereby instructs the Trustee to notify all
Tendering Securityholders that as of the date hereof (i) the Company has
terminated the Extension Period and (ii) Contrarian will no longer purchase
Tendered Securities for the same price payable by the Company under the
Purchase Offer.
(j) As of the date hereof:
(1) $7,125,000 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
$16,971,000 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
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(3) $25,000 principal amount of Tendered Securities
remain outstanding under the Purchase Offer (the "Current Outstanding Tendered
Securities").
(k) The Company has today wired to the Trustee funds
sufficient to (i) purchase the Current Outstanding Tendered Securities, plus
accrued and unpaid interest through June 22, 1999 in accordance with Section
3.09 of the Indenture, and (ii) pay $142,500 in Withdrawal Fees to the
Securityholders who withdrew their Tendered Securities in accordance with
paragraph (j)(1) above.
(l) The Company has today wired to Contrarian funds to pay
$339,420 in Withdrawal Fees in connection with the Tendered Securities that
Contrarian purchased and then withdrew the election to tender as described in
paragraph (j)(2) above.
(m) Upon deposit with the Trustee the funds to purchase the
Current Outstanding Tendered Securities as described in paragraph (k) above,
the Event of Default described in paragraphs (e) and (f) above has been cured
and has ceased to be a continuing Event of Default.
Sincerely,
/s/ Russell S. Carolus
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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.
