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
Date of Report (Date of earliest event reported): May 10, 2000
SAFETY COMPONENTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-23938 33-0596831
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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Corporate Center, 40 Emery Street, Greenville, SC 29605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 240-2600
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Item 5. Other Events.
Safety Components International, Inc. (the "Registrant"), certain of its
U.S. subsidiaries (including, among others, Safety Components Fabric
Technologies, Inc., Automotive Safety Components International, Inc., Valentec
International Corporation LLC, Valentec Systems Inc. and Galion, Inc.;
collectively the "Core Subsidiaries") and an informal committee comprised of
holders (the "Consenting Holders") of over two-thirds in aggregate dollar amount
of the $90 million of 10-1/8% senior notes issued by the Registrant due 2007,
entered into the first amendment (the "First Amendment"), dated as of May 10,
2000, to the Restructuring Agreement dated as of April 6, 2000 (the
"Restructuring Agreement") by and among the Registrant, the Core Subsidiaries,
Robert A. Zummo and the Consenting Holders. The First Amendment amends and
restates the definition of "Consenting Holder Termination Event" set forth in
the Restructuring Agreement. The First Amendment is annexed as Exhibit 99.1
hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 First Amendment to Restructuring Agreement dated as of May 10,
2000 between Safety Components International, Inc., the Core
Subsidiaries and the Consenting Holders.
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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.
SAFETY COMPONENTS INTERNATIONAL, INC,
(Registrant)
Dated: May 18, 2000 By: /s/ Brian Menezes
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Brian Menezes
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 First Amendment to Restructuring Agreement dated as of May
10, 2000 between Safety Components International, Inc., the
Core Subsidiaries and the Consenting Holders.
Exhibit 99.1
FIRST AMENDMENT TO RESTRUCTURING AGREEMENT
This First Amendment to Restructuring Agreement (this "Amendment"), dated
as of May 10, 2000, is entered into by and between Safety Components
International, Inc. ("SCI"), a Delaware corporation (and collectively with its
nine direct and indirect subsidiaries and affiliates(1) "Safety Components"),
and each of the undersigned holders or investment managers or advisors for
certain discretionary accounts that are holders or beneficial owners (each, a
"Consenting Holder" and collectively, the "Consenting Holders") of SCI's 10 1/8%
Senior Subordinated Notes due 2007, Series B (the "Notes") issued under that
certain indenture (the "Indenture") dated as of July 24, 1997, between SCI,
several SCI direct and indirect subsidiaries, and IBJ Schroder Bank & Trust
Company, as Trustee. SCI and the Consenting Holders, along with Robert A. Zummo,
are parties to that certain Restructuring Agreement, dated April 6, 2000(as
amended, modified, or supplemented from time to time, the "Agreement"). This
Amendment amends the Agreement.
Section 1. Definitions. All capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Agreement.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 hereof, but effective as of the date hereof,
the Agreement shall be amended as follows:
2.01. References in the Agreement (including references in the Agreement as
amended hereby) to "this Agreement" (and indirect references such as
"hereunder", "hereby", "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereunder.
2.02. Clauses (a) through (d) of the definition of "Consenting Holders
Termination Event" in Section 10 of the Agreement shall be deleted in their
entirety and the following inserted in lieu thereof:
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(1) These entities are: Safety Components Fabric Technologies, Inc., Automotive
Safety Components International, Inc., ASCI Germany (DE) Inc., ASCI
Holdings UK (DE) Inc., ASCI Holdings Mexico (DE) Inc., ASCI Holdings Czech
(DE) Inc. (collectively, the "Core Subsidiaries"); Valentec International
Corporation LLC, Valentec Systems, Inc., and Galion, Inc.
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(a) the Petitions shall not have been filed on or before April 10, 2000
(the date of such filings, the "Petition Date");
(b) the Plan shall not have been filed on or before June 12, 2000;
(c) the Plan shall not have been confirmed by the Bankruptcy Court in
accordance with its terms on or before August 28, 2000;
(d) the Plan shall not have been consummated in accordance with its terms
on or before September 30, 2000;
2.03. The definition of "Consenting Holders Termination Event" in Section
10 of the Agreement shall be further amended by adding the following paragraph
after clause (n) in such definition:
Notwithstanding the deadlines set forth in clauses (b), (c) and (d) above
in the definition of "Consenting Holders Termination Event", a Consenting
Holders Termination Event shall be deemed to have occurred if (x) SCI shall
not have delivered its business plan to the attorneys or financial advisors
for the official committee of unsecured creditors appointed in the Chapter
11 Cases (the "Committee") on or prior to May 25, 2000, or (y) SCI shall
not have delivered its reorganization or enterprise valuation to the
attorneys or financial advisors for the Committee on or prior to May 31,
2000.
Section 3. Precedent. This Amendment shall become effective upon the its
execution by the Consenting Holders (as defined in the Agreement) and SCI.
Section 4. Miscellaneous. Except as herein provided, the Agreement shall
remain unchanged and in full force and effect. This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart.
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THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties below has caused a counterpart of
this Amendment to be executed and delivered by its duly authorized officer as of
the date first above written.
Safety Components International, Inc., on behalf of
itself and each of its affiliates and subsidiaries,
By: /s/ John C. Corey
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Name: John C. Corey
Title: Chief Operating Officer
40 Emory Street
Greenville, SC 29605
Telephone: (864) 240-2727
Facsimile: (864) 240-2726
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CONSENTING HOLDER:
SUN AMERICA INVESTMENTS on behalf of the following holders
of Notes: SunAmerica Inc.; Anchor National Life
Insurance Company; SunAmerica Life Insurance Company;
First SunAmerica Life Insurance Company:
By: /s/ Kevin Buckle
Name: Kevin Buckle
Title: Authorized Agent
1 Sun America Center
Los Angeles, CA 90067
Telephone: (310) 772-6113
Facsimile: (310) 772-6397
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CONSENTING HOLDER:
AIG on behalf of the following holders of Notes:
America Home Assurance Company; Commerce and Industry
Insurance Company; ad National Union Fire Insurance
Company of Louisiana:
By: /s/ Elizabeth M. Tuck
Name: Elizabeth Tuck
Title: Secretary
c/o Michelle A. Levitt
American International Group, Inc.
70 Pine Street, 31st Floor
New York, New York 10270
Telephone: (212) 770-7075
Facsimile: (212) 344-6271
CONSENTING HOLDER:
WAYLAND INVESTMENT FUND, LLC,
By: CSFC Wayland Advisors, Inc., its Manager
By: /s/ Patrick J. Halloran
Name:
Title:
12700 Whitewater Drive
Minnetonka, Minnesota 55343
Attn: Patrick J. Halloran
Telephone: (612) 984-3048
Facsimile: (612) 984-3913
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CONSENTING HOLDER:
Putnam Fiduciary Trust Company on behalf of the
following holder of Notes: Putnam High Yield
Managed Trust
By: /s/ John R. Verani
Name: John R. Verani
Title: Senior Vice President
C/O Corporate Actions Dept.
Putnam Investments
25 Braintree Hill Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Rob Tulipani
Telephone: (617) 760-6385
Facsimile: (617) 760-5461
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CONSENTING HOLDER:
The Putnam Advisory Company, Inc. on behalf of the
following holders of Notes: Strategic Global Fund-High
Yield Fixed Income (Putnam) Fund; and Putnam
CBO II, Limited:
By: /s/ John R. Verani
Name: John R. Verani
Title: Senior Vice President
C/O Corporate Actions Dept.
Putnam Investments
25 Braintree Hill Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Rob Tulipani
Telephone: (617) 760-6385
Facsimile: (617) 760-5461
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CONSENTING HOLDER:
Putnam Investment Management, Inc. on behalf of the
following holders of Notes: Putnam High Yield Trust;
Putnam High Yield Advantage Trust; Putnam Variable
Trust-Putnam VT Income Fund; Putnam Variable
Trust-Putnam VT Global Asset Allocation Fund; Putnam
Master Income Trust; Putnam Premier Income Trust;
Putnam Master Intermediate Income Trust; Putnam
Diversified Income Trust; Putnam Asset Allocation
Funds-Growth Portfolio; Putnam Asset Allocation
Funds-Conservative Portfolio; Putnam Funds
Trust-Putnam High Yield Trust II; Travelers Series
Fund Inc.-Putnam Diversified Income Portfolio; and
Lincoln National Global Asset Allocation Fund, Inc.:
By: /s/ John R. Verani
Name: John R. Verani
Title: Senior Vice President
C/O Corporate Actions Dept.
Putnam Investments
25 Braintree Hill Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Rob Tulipani
Telephone: (617) 760-6385
Facsimile: (617) 760-5461
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