SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 2, 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 jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
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.
On June 2, 1999 Chatwins Group, Inc. (the "Company") sent a "Notice
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 20.1.
ITEM 7. Exhibits.
(c) Exhibits
20.1 Notice, dated June 2, 1999, of Request to Withdraw
Tendered Securities to Holders of Senior Notes tendered
to Chatwins Group, Inc.
2
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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 3, 1999 By: /s/John M. Froehlich
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John M. Froehlich
Chief Financial Officer
3
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
20.1 Notice, dated June 2, 1999, of Request to Withdraw
Tendered Securities of the Company to Holders of Senior
Notes tendered to Chatwins Group, Inc.
EXHIBIT 20.1
N O T I C E
TO: HOLDERS OF SENIOR NOTES TENDERED
TO CHATWINS GROUP, INC.
FROM: Chatwins Group, Inc.
DATE: June 2, 1999
RE: Notice 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").
PURCHASE OFFER
On May 12, 1999, the Company delivered a Notice (the "Purchase Offer
Notice") to Securityholders in accordance with its obligations under Section
3.09 of the Indenture pursuant to which the Company made an offer to purchase
(the "Purchase Offer") on June 1, 1999 50% of the originally issued principal
amount of the Company's 13% Senior Notes due 2003 (the "Securities").
The Company advised you in the Purchase Offer Notice that it would
likely not have sufficient liquidity to consummate the Purchase Offer if more
than $2 million worth of Securities were tendered pursuant to the Purchase
Offer. The time within which the Purchase Offer could be accepted by
Securityholders expired at 5:00 p.m. Eastern Daylight time on June 1, 1999. A
total of $24,121,000.00 principal amount of Securities have accepted the
Purchase Offer (the "Tendered Securities"). Pursuant to the Third Supplemental
Indenture, dated as of May 28, 1999, executed by the Company and the Trustee
pursuant to Section 9.01(1) of the Indenture (the "Third Supplemental
Indenture"), the purchase price for the Tendered Securities is payable to the
Trustee for delivery to the holders of Tendered Securities ("Tendering
Securityholders") on June 7, 1999. (A notice further describing the Third
Supplemental Indenture is being sent to you separately).
WITHDRAWAL FEE
This Notice is to inform you that, as permitted by the Indenture,
the Company is offering to pay Tendering Securityholders a fee (the "Withdrawal
Fee") equal to two percent (2%) of the principal amount of the Tendered
Securities in respect of
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which Tendering Securityholders agree to withdraw their election to tender. To
be effective, the election to withdraw the tender of Tendered Securities must be
effected by 9:30 a.m. Eastern Daylight Time on June 7, 1999 in the manner
provided herein (a "Withdrawal").
THIRD PARTY PURCHASE OFFER
This Notice further informs you that, pursuant to an Agreement (the
"Agreement"), dated May 28, 1999, between the Company and Contrarian Capital
Management, LLC as agent for certain entities (collectively, "Contrarian"),
Contrarian has agreed to purchase Tendered Securities from all Tendering
Securityholders who do not wish to elect a Withdrawal. Contrarian has agreed to
acquire such Tendered Securities for the same price payable by the Company under
the Purchase Offer. Contrarian has already elected a Withdrawal of all Tendered
Securities it acquires, if any, and will receive the Withdrawal Fee in respect
of the Tendered Securities so acquired and withdrawn.
POSSIBLE ASSET SALE
The Company wishes to advise you that it has executed a non-binding
letter of intent (the "Letter of Intent") with a third party for the sale of
substantially all of the assets of the Company's Klemp division for
approximately $35 million (the "Asset Sale"). Consummation of the Asset Sale is
subject to various conditions including due diligence, the execution of a
definitive agreement and the purchaser's arrangement of the necessary financing.
Therefore, there can be no assurances that the Company will execute a definitive
agreement for the Asset Sale or that the Asset Sale will be consummated.
ACTION REQUESTED OF PARTICIPANTS
The Company wishes to further advise you that if it does not receive
by 9:30 a.m. Eastern Daylight Time on June 7, 1999 Withdrawals for the full
$24,121,000.00 of Tendered Securities, either from Tendering Securityholders or
from Contrarian as a purchaser of Tendered Securities, the Company does not
expect to consummate any of the purchases contemplated by the Purchase Offer
whereupon an Event of Default would arise under the Indenture. The Company
therefore urges all Tendering Securityholders to either elect a Withdrawal or
effect a sale of their Tendered Securities to Contrarian.
Withdrawal Fee
All Tendering Securityholders of record at 5:00 p.m. Eastern
Daylight Time on June 1, 1999 are entitled under the Indenture to agree to the
Withdrawal solicited herein. The Tendered Securities are represented by a Global
Security deposited with The Depository Trust Company ("DTC"). As was the case in
respect of the Purchase Offer, Tendering Securityholders may elect a Withdrawal
through DTC.
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If you are a Tendering Securityholder and wish to elect a Withdrawal
of your Tendered Securities in consideration of receiving the Withdrawal Fee,
please indicate your consent and agreement by (i) notifying DTC of the principal
amount of Tendered Securities previously tendered by you in respect of which you
wish to elect a Withdrawal and receive a Withdrawal Fee or (ii) completing the
attached form entitled "Withdrawal of Election to Tender" (the "Withdrawal
Form") and returning the executed Withdrawal Form to the Company via facsimile
at (412)885-5512 (Attention: Russell S. Carolus). (For Tendering Securityholders
electing Withdrawals through DTC pursuant to clause (i) above, the Withdrawal
Fee will be payable by the Company through the Trustee.)
If you do not have the independent authority to agree in respect of
the Tendered Securities you hold as a Participant at DTC you should distribute
to your customers or affiliates a copy of this Notice and obtain from them
whatever authorization you require in respect of such agreement.
Purchase by Contrarian
If you are a Tendering Holder and wish to have your Tendered
Securities acquired by Contrarian for the same price payable in cash by the
Company under the Purchase Offer, you should contact Contrarian by contacting
Russell S. Carolus, Vice President of the Company or John M. Froehlich, Chief
Financial Officer of the Company by telephone at (412)885-5501 or by facsimile
at (412)885-5512.
If you have any questions regarding this Notice, please contact
Russell S. Carolus, Vice President of the Company or John M. Froehlich, Chief
Financial Officer of the Company at (412)885-5501.
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This notice contains certain forward looking statements made pursuant to the
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.
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