SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 17, 1996
DICTAPHONE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 33-93464 13-3838908
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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3191 Broadbridge Avenue, Stratford, Connecticut 06497
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number,
including area code: (203) 381-7000
Exhibit List Appears on Page 4
Page 1 of 4 Pages
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Item 5. Other Events.
On July 17, 1996, Dictaphone Corporation and the lenders
under its Bank Credit Agreement, dated as of August 7, 1995,
executed an amendment to such credit agreement modifying certain
of the covenants contained therein. A copy of the First
Amendment to Credit Agreement, dated as of June 28, 1996, is
filed as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibit is filed with this Report:
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Exhibit No. Description
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10.13 First Amendment to Credit Agreement, dated as
of June 28, 1996, by and among Dictaphone
Corporation and the Lenders party thereto.
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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.
DICTAPHONE CORPORATION
Date: July 18, 1996 By: /s/ Joseph D. Skrzypczak
Name: Joseph D. Skrzypczak
Title: Vice President and Chief
Financial Officer
3
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EXHIBIT LIST
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Exhibit No. Description
<S> <C>
10.13 First Amendment to Credit Agreement, dated as of
June 28, 1996, by and among Dictaphone Corporation
and the Lenders party thereto.
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4
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DICTAPHONE CORPORATION
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is dated as of June 28, 1996 and entered into by and
among DICTAPHONE CORPORATION (formerly Dictaphone Acquisition
Inc.), a Delaware corporation ("Company"), and the financial
institutions listed on the signature pages hereof ("Lenders"), and
is made with reference to that certain Credit Agreement dated as
of August 7, 1995 (the "Credit Agreement"), by and among Company,
Lenders, NationsBank, N.A. (Carolinas), as documentation agent for
Lenders, and Bankers Trust Company, as administrative agent for
Lenders. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit
Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit
Agreement to modify the provisions of subsections 7.3(x), 7.6A,
7.6B and 7.6D:
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties
hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendment to Subsection 7.3(x): Limitation on
Investments and Joint Ventures
Subsection 7.3(x) of the Credit Agreement is hereby
amended by deleting the reference to "$1,000,000" contained
therein and substituting therefor "(x) prior to July 1, 1997,
$5,000,000, (y) from July 1, 1997 to and including June 30, 1998,
$10,000,000, and (z) thereafter, $15,000,000".
1.2 Amendments to Subsection 7.6: Financial
Covenants
A. Maximum Leverage Ratio. Subsection 7.6A of the
Credit Agreement is hereby amended by deleting the table set forth
therein in its entirety and substituting therefor the following:
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Period Maximum Leverage Ratio
------ ----------------------
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Closing Date - June 30, 1996 5.95:1.00
July 1, 1996 - September 30, 1996 6.20:1.00
October 1, 1996 - December 31, 1996 6.80:1.00
January 1, 1997 - March 31, 1997 6.60:1.00
April 1, 1997 - June 30, 1997 6.40:1.00
July 1, 1997 - September 30, 1997 6.25:1.00
October 1, 1997 - December 31, 1997 6.10:1.00
January 1, 1998 - March 31, 1998 5.85:1.00
April 1, 1998 - June 30, 1998 5.60:1.00
July 1, 1998 - September 30, 1998 5.30:1.00
October 1, 1998 - December 31, 1998 5.00:1.00
January 1, 1999 - March 31, 1999 4.90:1.00
April 1, 1999 - June 30, 1999 4.75:1.00
July 1, 1999 - September 30, 1999 4.60:1.00
October 1, 1999 - December 31, 1999 4.35:1.00
January 1, 2000 - March 31, 2000 4.25:1.00
April 1, 2000 - June 30, 2000 4.10:1.00
July 1, 2000 - September 30, 2000 3.90:1.00
October 1, 2000 - December 31, 2000 3.70:1.00
January 1, 2001 - March 31, 2001 3.50:1.00
Thereafter 3.25:1.00
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B. Minimum Consolidated EBITDA. Subsection 7.6B of the
Credit Agreement is hereby amended by deleting the table set forth
therein in its entirety and substituting therefor the following:
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Minimum Consolidated
Date EBITDA
-------------------------------- --------------------
<S> <C>
June 30, 1996 43,000,000
September 30, 1996 52,000,000
December 31, 1996 53,000,000
March 31, 1997 54,000,000
June 30, 1997 55,000,000
September 30, 1997 56,000,000
December 31, 1997 57,000,000
March 31, 1998 59,000,000
June 30, 1998 61,000,000
September 30, 1998 63,000,000
December 31, 1998 66,000,000
March 31, 1999 67,000,000
June 30, 1999 68,000,000
September 30, 1999 69,000,000
December 31, 1999 70,000,000
March 31, 2000 73,000,000
June 30, 2000 75,500,000
September 30, 2000 78,500,000
December 31, 2000 82,500,000
March 31, 2001 83,300,000
June 30, 2001 84,000,000
September 30, 2001 84,700,000
December 31, 2001 85,500,000
March 31, 2002 86,100,000
June 30, 2002 86,800,000
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C. Minimum Interest Coverage Ratio. Subsection 7.6D of
the Credit Agreement is hereby amended by deleting the table set
forth therein in its entirety and substituting therefor the
following:
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Minimum Interest
Period Coverage Ratio
----------------------------------- -----------------
<S> <C>
April 1, 1996 - September 30, 1996 1.05:1.00
October 1, 1996 - December 31, 1996 1.00:1.00
January 1, 1997 - June 30, 1997 1.05:1.00
July 1, 1997 - September 30, 1997 1.10:1.00
October 1, 1997 - March 31, 1998 1.15:1.00
April 1, 1998 - June 30, 1998 1.20:1.00
July 1, 1998 - September 30, 1998 1.30:1.00
October 1, 1998 - December 31, 1998 1.40:1.00
January 1, 1999 - March 31, 1999 1.45:1.00
April 1, 1999 - September 30, 1999 1.50:1.00
October 1, 1999 - December 31, 1999 1.55:1.00
January 1, 2000 - March 31, 2000 1.60:1.00
April 1, 2000 - June 30, 2000 1.75:1.00
July 1, 2000 - September 30, 2000 1.85:1.00
October 1, 2000 - September 30, 2001 2.00:1.00
Thereafter 2.50:1.00
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Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only
upon the payment by Company to Administrative Agent, for
distribution to each Lender in proportion to that Lender's Pro
Rata Share, of an amendment fee in the aggregate amount of 0.20%
multiplied by the sum of (i) the aggregate Tranche A Term Loan
Exposure of all Lenders plus (ii) the aggregate Tranche B Term
Loan Exposure of all Lenders plus (iii) the aggregate Revolving
Loan Exposure of all Lenders (the date of satisfaction of such
condition being referred to herein as the "First Amendment
Effective Date").
Section 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment
and to amend the Credit Agreement in the manner provided herein,
Company represents and warrants to each Lender that the following
statements are true, correct and complete:
A. Corporate Power and Authority. Company has all
requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by
this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and
delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate
action on the part of Company.
C. No Conflict. The execution and delivery by
Company of this Amendment and the performance by Company of the
Amended Agreement do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to
Company or any of its Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws of Company or any of its Subsidiaries or
any order, judgment or decree of any court or other agency of
government binding on Company or any of its Subsidiaries,
(ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual
Obligation of Company or any of its Subsidiaries, (iii) result in
or require the creation or imposition of any Lien upon any of the
properties or assets of Company or any of its Subsidiaries (other
than Liens created under any of the Loan Documents in favor of
Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.
D. Governmental Consents. The execution and
delivery by Company of this Amendment and the performance by
Company of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. Binding Obligation. This Amendment and the
Amended Agreement have been duly executed and delivered by Company
and are the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties
From Credit Agreement. The representations and warranties
contained in Section 4 of the Credit Agreement are and will be
true, correct and complete in all material respects on and as of
the First Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is
continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute
an Event of Default or a Potential Event of Default.
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement
and the Other Loan Documents.
(i) On and after the First Amendment Effective Date,
each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring
to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and
confirmed.
(iii) The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of
any right, power or remedy of Agent or any Lender under, the
Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all
costs, fees and expenses as described in subsection 10.2 of the
Credit Agreement incurred by Agent and its counsel with respect to
this Amendment and the documents and transactions contemplated
hereby shall be for the account of Company.
C. Headings. Section and subsection headings in
this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any
other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may
be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.
This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall
become effective upon the execution of a counterpart hereof by
Company and Requisite Lenders and receipt by Company and Agent of
written or telephonic notification of such execution and
authorization of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.
COMPANY:
DICTAPHONE CORPORATION
By:_______________________________
Title:
LENDERS:
BANKERS TRUST COMPANY,
By:________________________________
Title:
NATIONSBANK, N.A. (CAROLINAS),
By:________________________________
Title:
BANQUE PARIBAS
By:_________________________________
Title:
THE CHASE MANHATTAN BANK, N.A.
By:________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:________________________________
Title:
THE NIPPON CREDIT BANK, LTD.
By:________________________________
Title:
THE BANK OF NOVA SCOTIA
By:________________________________
Title:
THE FUJI BANK, LTD.
NEW YORK BRANCH
By:_______________________________
Title:
UNITED STATES NATIONAL BANK OF
OREGON
By:_______________________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:_______________________________
Title:
BANK OF IRELAND GRAND CAYMAN
By:_______________________________
Title:
THE BANK OF TOKYO-MITSUBISHI,
LIMITED
Successor by merger to The
Mitsubishi Bank, Limited
By:_______________________________
Title:
PPM AMERICA, INC., as attorney-in
-fact, for Jackson National Life
Insurance Company
By:______________________________
Title:
PILGRIM PRIME RATE TRUST
By:______________________________
Title:
MERRILL LYNCH SENIOR
FLOATING RATE FUND, INC.
By:______________________________
Title:
ORIX USA CORPORATION
By:______________________________
Title:
FIRST SOURCE FINANCIAL
By:______________________________
Title:
INDOSUEZ CAPITAL FUNDING II,
LIMITED
BY: Indosuez Capital, as
Portfolio Advisor
By:_____________________________
Title:
DAI-ICHI KANGYO BANK
By:_____________________________
Title:
SENIOR DEBT PORTFOLIO
BY: Boston Management and
Research, as Investment
Advisor
By:_____________________________
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK AGENCY
By:____________________________
Title:
