<PAGE> 1
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 September 28, 1996
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Commission File Number 0-24884
CANNONDALE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-0871823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 BROOKSIDE PLACE, GEORGETOWN, CT 06829-0122
(Address of principal executive offices, including zip code)
(203) 544-9800
(Registrant's telephone number, including area code)
Indicate by check marke whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes X No
--- ---
and (2) has been subject to such filing requirements for the past 90 days
Yes X No .
--- ---
The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of November 7, 1996 was 8,613,909.
1
<PAGE> 2
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 thereunto duly authorized.
CANNONDALE CORPORATION
Date: November 13, 1996 /s/ William A. Luca
------------------------------
William A. Luca
Vice President of Finance, Treasurer
and Chief Financial Officer
(Principal Financial Officer
and authorized signatory)
<PAGE> 3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.28.2 Credit Agreement between Cannondale Europe B.V. and ABN AMRO
Bank N.V. dated June 20, 1996.
10.63* Contract Sale dated September
29, 1996, between Cannondale
Corporation and Sandvick
Associates, Inc., together with
Assignment and Assumption
Agreement dated as of September
30, 1996, between Sandvick
Associates, Inc., and Nantucket
Roost Associates, LLC.
10.64* Agreement of Lease dated as of
October 4, 1996, between
Nantucket Roost Associates, LLC
and Cannondale Corporation
11* Statement re; Computation of
Earnings per Common Share
27* Financial Data Schedule
* Previously filed.
<PAGE> 1
ABN-AMRO
CREDIT AGREEMENT
The undersigned:
1. Cannondale Europe B.V., established in Oldenzaal, hereinafter to be
called "borrower",
2. ABN AMRO Bank N.V., established in Amsterdam, hereinafter to be called
"ABN AMRO",
have agreed as follows:
On the basis of the information provided to ABN AMRO, the Borrower shall
receive a facility under the conditions mentioned in this agreement and the
attachments pertaining thereto. The facility shall serve to finance the
Borrower's business operations.
The 5-year loan shall serve to fund working capital in particular.
The credit liability shall serve for the benefit of issuing guarantees to
foreign branches and/or affiliates of ABN AMRO, for the extension of credit
lines to the borrower by these branches in question.
Size of the facility Hfl. 27,590,000
(used to be Hfl. 25,090,000)
Composition
Current account credit Hfl. 20,000,000
(used to be Hfl. 2,500,000)
Credit liability Hfl. 2,500,000
(new)
5-year loan Hfl. 5,000,000
(new)
5-year loan (principal Hfl. 600,000) Hfl. 90,000
(residual)
The current account credit
Until further notice the following composition shall apply:
- - Hfl. 10,000,000 basic credit
- - Hfl. 10,000,000 seasonal credit,
valid from December 1 until June 1 of each year.
The borrower may use a principal sum of Hfl 5,000,000.- of the basic credit and
of the 5-year loan, up to a maximum of 50% of the purchase value or, if it is
less, the market value to be determined by ABN AMRO of the inventory paid by
the Borrower and given as collateral to ABN AMRO, and 50% of the total amount
of the accounts receivable due ABN AMRO and given in collateral to ABN AMRO,
all this in consideration of the credit's maximum amount, of course.
In the matter of the seasonable credit and in deviation from the above, the
Borrower may however utilize the maximum sum of 50% of the lesser of the
purchase value or market value of the inventory paid by the Borrower, due to
ABN AMRO and given as collateral to ABN AMRO, and of 70% of the total amount of
the accounts receivable due ABN AMRO and given as collateral to ABN AMRO all
this of course in consideration of the limit of the seasonal credit.
Flourishes: ABN AMRO Borrower:
/s/ Gerard S. Looijen /s/ L. Th. Middendorp
<PAGE> 2
ABN AMRO
Continuation of Credit Agreement, page 2
Unsuitable accounts receivable are at any rate the following:
- - older than three months
- - not accepted by the Nederlandse Crediet Verzekering Maatschappij (NCM)
- - internal, such as receivables from subsidiaries
- - involved in a facility.
The credit liability shall be valid until the time of a renewal notice, except
for changes.
The existing 5-year loan with a principal in the amount of Hfl. 600,000.- shall
remain unchanged and be maintained on the already existing conditions.
The 5-year loan (new)
Withdrawal
In one sum, by July 1, 1996 the latest.
Redemption
In one sum on July 1, 2001.
Rates
The current account credit
- - Total debit interest annually 5.0% annually
consisting of:
- Basic interest 3.50% annually
Individual surcharge 1.50% annually
* The basic interest consist of the promissory note discount rate
(2.50% annually), in addition to a debit interest surcharge (currently
0.50% annually), with a minimum of 3.50% annually.
Flourishes: ABN AMRO Borrower:
/s/ Gerard S. Looijen /s/ L. Th. Middendorp
<PAGE> 3
ABN AMRO
Continuation of Credit Agreement, page 3
- - OPTION III
Variable interest, 5.6% annually
The interest shall be paid quarterly in arrear, and for the first time on
October 1, 1996. The interest shall be reviewed in the manner indicated under
III.3 of the General Provisions for Extension of Credit by ABN AMRO and under
the circumstances indicated therein.
For the term after withdrawal of the 5-year loan, the interest will however
never exceed 7.55% annually, i.e. the interest ceiling. If, during that period,
the borrower wishes to convert the loan into a fixed interest loan or into a
variable interest loan without interest ceiling, a 1% fee on the residual sum
of the loan shall be due as of the date of conversion.
Guarantees and statements
- - Equitable mortgage in the amount of Hfl. 500,000 as principal, to be
increased with 40% for interest and expenses, on a tract of land with
buildings, already existing and located in the "Hanzepoort" warehouse
depot in Oldenzaal, which real property may not be encumbered other
than with an equitable mortgage of the first rank in the amount of
Hfl. 2,200,000, on behalf of ABN AMRO Onroerend Goed Lease B.V. (see
mortgage deed of 6/24/1991).
- - Lien against inventory.
At the beginning of each month ABN AMRO shall receive from the
Borrower a list of the inventory and the outstanding accounts payable
balance to the extent it involves unpaid suppliers as from the latest
preceding month.
- - Lien against company inventory.
- - Lien against accounts receivable.
Although the Borrower agrees to pledge these accounts to ABN AMRO on a
continuous basis, the Borrower may - until further notice from ABN
AMRO - suffice by making available to ABN AMRO a legally signed list
of pledges at the beginning of each month specifying these accounts
receivable.
- - Subordination vis-a-vis ABN AMRO of the claim on the Borrower, in the
amount of US$ 5,067,000 from Cannondale Corporation, on the basis of
defined intercompany payments.
- - Letter of Intent from Cannondale Corporation.
- - Repurchase statement pertaining to the inventory, dated May 22, 1990,
from Cannondale Corporation.
Moreover, the guarantees that are applicable to the facilities extended by ABN
AMRO to the Borrower, shall also apply to ABN AMRO Onroerend Goed and Amstel
Lease Maatschappij and vice versa.
Flourishes: ABN AMRO Borrower
/s/ Gerard S. Looijen /s/ L. Th. Middendorp
<PAGE> 4
ABN AMRO
Continuation of Credit Agreement, page 4
Other provisions
- - The Borrower shall carry out his transactions as much as possible via
ABN AMRO.
- - The attached General Provisions for Extension of Credit by ABN AMRO
dated December 1995 shall apply. By signing this Credit Agreement, the
Borrower indicates to have received a copy of these General Provisions
and to have taken full cognizance thereof.
- - In addition to, or in deviation from the General Provisions for
Extension of Credit by ABN AMRO, the following shall apply:
The Borrower may also utilize the credit to withdraw cash loans in
guilders, up to a maximum of Hfl. 5,000,000. The terms and conditions
of these cash loans shall be set forth in a separate cash loan
agreement.
- - In addition to article III.5 of the General Provisions for Extension
of Credit by ABN AMRO, it is stipulated that the 5-year loan shall
also be immediately due as soon as the Borrower's guarantee capital
should prove to amount to less than 25% of its corrected (i.e.
consolidated) balance sheet total.
- - As long as and to the extent the Borrower's guarantee capital is less
than 30% of the (corrected) balance sheet total, no profit
distributions whatsoever will take place.
Within the framework of this credit agreement, Guarantee capital shall
be defined as: the placed and paid-in share capital increased with the
reserves, deferred tax liabilities (including any equalization as per
the Law on Investment Account) and (also) any subordinated claims
vis-a-vis ABN AMRO and less the intangible assets and claims on
shareholders and/or the Board of Directors and the equity shares held
by the Borrower, as shown in the (consolidated) annual statement of
accounts, approved by a certified public accountant ABN AMRO deems
suitable, or a competent accountant- administrative consultant, and
according to the calculation method and valuation principles that were
applied in the annual statement of accounts as of 6/30/1995.
Signature:
Oldenzaal, dated June 20, 1996 (city) 7/15/96, date
ABN AMRO Bank N.V. Cannondale Europe B.V.
Branch: Oldenzaal, St. Biechelmusplein 9 Oldenzaal
/s/ Gerard S. Looijen /s/ L. Th. Middendorp
In accordance with Rule 306 of Regulation S-T, I hereby represent on
behalf of Cannondale Corporation that the foregoing is a fair and accurate
English translation of the Credit Agreement between Cannondale Europe B.V. and
ABN AMRO Bank N.V.
/s/ Lynn Den Daas
------------------
Lynn Den Daas
