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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 00-22690
CONSOLIDATED STAINLESS, INC.
State of Incorporation: Delaware
IRS Employer Identification Number: 59-1669166
1601 East Amelia Street
Orlando, Florida 32803
(407) 896-4000
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
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As of August 1, 1997, Consolidated Stainless, Inc. had outstanding 4,610,329
shares of Common Stock, par value $.01 per share.
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Consolidated Stainless, Inc.
Part II: Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 - First Amendment to Loan and Security Agreement as of March 31,
1997 with Mellon Bank, N.A.
10.2 - Waiver and Modification Agreement No.2 to Convertible
Subordinated Note Purchase Agreement Amendment as of March
31, 1997 with Suntrust Banks, Inc.
10.3 - Second Amendment to Loan and Security Agreement dated August 11,
1997 between Consolidated Stainless, Inc. and Mellon Bank, N.A.
10.4 - Waiver and Modification Agreement No.3 to Convertible Subordinated
Note Purchase Agreement Amendment dated August 12, 1997 with Suntrust
Banks, Inc.
(b) Form 8 - K
The Company filed a Form 8-K dated July 22, 1997 with respect to a 30-day
letter received on April 30, 1997 from the Internal Revenue Service regarding
the tax periods ended December 31, 1992, November 30, 1993, December 31, 1994
and December 31, 1995.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED STAINLESS, INC.
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(Registrant)
Date: SEPTEMBER 24, 1997 By: /s/Burton R. Chasnov
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Burton R. Chasnov
Executive Vice President
Chief Financial Officer
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As of March 31, 1997
SunTrust Banks, Inc.
25 Park Place
Atlanta, GA 30303
Re: Waiver and Modification Agreement No. 2 to
Convertible Subordinated Note Purchase Agreement
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Dear Sirs:
Reference is made to the Convertible Subordinated Note Purchase
Agreement dated as of October 18, 1996 by and between Consolidated Stainless,
Inc., Harvey B. Adams, Ronald J. Adams and SunTrust Banks, Inc. (as heretofore
amended, the "Note Agreement"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Note Agreement.
This will confirm the agreement of the Company and the Purchaser to
amend certain covenants contained in the Note Agreement, as follows:
1. TOTAL LIABILITIES TO TANGIBLE NET WORTH RATIO. Section 6.8(a) of
the Note Agreement is hereby amended, solely with respect to the fiscal quarter
ending March 31, 1997, so as to require the Company's ratio of Total Liabilities
to Tangible Net Worth to be not less than 7.75:1.0 as of such date.
2. FUNDED DEBT TO EBITDA. Section 6.8(b) of the Note Agreement is
hereby amended, solely with respect to the fiscal quarter ending March 31, 1997,
so as to require the Company's ratio of Funded Debt to EBITDA not to exceed
52.00:1.0 as of such date.
3. SENIOR FUNDED DEBT TO EBITDA. Section 6.8(c) of the Note
Agreement is hereby amended, solely with respect to the fiscal quarter ending
March 31, 1997, so as to require the Company's ratio of Senior Funded Debt to
EBITDA not to exceed 48.00:1.00 as of such date.
Except as expressly set forth herein, all of the terms and conditions
of the Note Agreement shall remain unchanged and in full force and effect, and
are hereby reaffirmed.
The amendments set forth herein shall only be applicable for the
specific date and time period stated herein, and shall not be applicable to any
other dates or any other time periods whatsoever. Furthermore, this amendment
shall not be applicable to, and shall imply the Purchaser's agreement to grant
any amendment, consent or waiver in respect of, any covenant
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not specified herein, or for any date or time period not specified herein, or in
any other circumstances (whether of like or unlike nature).
The effectiveness of this amendment is expressly subject to the
execution and delivery by Mellon Bank, N.A. ("Mellon"), of a certain
modification agreement with the Company relating to certain covenants under the
Loan and Security Agreement dated March 10, 1997 by and between the Company and
Mellon, in substantially the form attached hereto.
The Company hereby requests that the Purchaser acknowledge and confirm
its agreement to the foregoing amendments by countersigning a counterpart copy
of this letter. When signed, this amendment may not be altered or amended
except in the manner provided in the Note Agreement.
Very truly yours,
CONSOLIDATED STAINLESS, INC.
By: ___________________________________
Acknowledged, Confirmed and
Agreed to:
SUNTRUST BANKS, INC.
By: ___________________________________
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EXHIBIT 10.4
August 4, 1997
Sun Trust Equity Partners
303 Peachtree Street, N.E.
Suite 2400
Atlanta, Georgia 30308
Attn: Robert L. Dudiak, Managing Director
Dear Mr. Dudiak:
Based upon our previous discussions regarding the covenants associated with the
$2,500,000 Subordinated Debentures, we request the following amendments for the
measurement period ended June 30, 1997:
REQUESTED
PER AGREEMENT AMENDMENT
a) Total Liabilities to Tangible
Net Worth 7.25:1 9.1:1
b) Funded Debt to EBITDA 13.25:1 Not measured
c) Senior Funded Debt to
EBITDA 12.00:1 Not measured
d) Net Worth Minimum $9,000,000 Minimum $8,700,000
This request to amend the covenants pertain ONLY to the measurement period ended
June 30, 1997. All other covenants per the agreement, as amended, will remain
in full force and effect.
Approved: SunTrust Banks, Inc.
Very truly yours,
By: ______________________
R. Charles Shufeldt
_______________________ Senior Vice President
Burton R. Chasnov,
Chief Financial Officer Date: AUGUST 12, 1997
