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
Date of report (Date of
earliest event reported): December 31, 1998
DICTAPHONE CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 33-93464 06-0992637
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
3191 Broadbridge Avenue, Stratford, Connecticut 06614
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: (203) 381-7000
Exhibit Index Appears on Page 3
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Item 5. Other Events.
On December 31, 1998, Dictaphone Corporation (the "Company") executed
a Limited Waiver and Fifth Amendment (the "Fifth Amendment") to its existing
Credit Agreement, dated August 7, 1995, as modified by amendments to such Credit
Agreement, dated June 28, 1996, June 27, 1997, July 21, 1997 and as of November
14, 1997 (collectively, the "1995 Credit Agreement") and a Limited Waiver and
First Amendment (the "First Amendment") to its existing Credit Agreement, dated
November 14, 1997 (the "1997 Credit Agreement" and, together with the 1995
Credit Agreement, the "Credit Agreements"). Under the terms of each of the Fifth
Amendment and the First Amendment, the Lenders (as defined in each amendment)
agreed to (i) waive compliance by the Company with those financial covenants
contained in Section 7.6 ("Financial Covenants") of the Credit Agreements as of
December 31, 1998 and for the four-Fiscal Quarter period ending on such date,
and (ii) modify certain covenants contained in the Credit Agreements.
Among the changes effected by the Fifth Amendment and the First
Amendment were (i) modifications to the covenants and related definitions in
respect of certain asset sales and the utilization of specific portions of the
proceeds from such asset sales (x) for working capital and general corporate
purposes, (y) to prepay certain scheduled principal installments under the
Company's Tranche B Loans due 2002 and under the Company's Tranche C Loans due
2002, and (z) to permit the Company, under certain circumstances, to repurchase
a limited amount of certain Subordinated Indebtedness (as defined in the Credit
Agreements), (ii) modifications to the required Maximum Leverage, Minimum EBITDA
and Minimum Interest Coverage Ratio covenants (each as defined in the Credit
Agreements), (iii) a change in the maturity date of the Tranche C Loans to be
equal to that of the Tranche B Loans, and (iv) an increase in the interest rate
on the Tranche B Loans to be equal to that on the Tranche C Loans.
In addition, in connection with the Fifth Amendment and the First
Amendment, the Company's principal shareholder (the "Shareholder") agreed to
provide the Company with $20,000,000 in new cash equity contributions on or
before January 28, 1999 to fund working capital and general corporate purposes.
A failure of the Shareholder to provide such equity contributions prior to
January 28, 1999 would constitute an Event of Default (as defined in the Credit
Agreements). The equity securities which will be issued to the Shareholder will
be issued in reliance upon the exemption from the registration requirements
provided by Section 4(2) of the Securities Act of 1933, as amended, on the basis
that such transaction will not involve a public offering. No underwriters will
be employed in connection with such sales.
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.
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(c) Exhibits.
None.
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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: January 7, 1999 By: /S/ JOSEPH D. SKRZYPCZAK
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Name: Joseph D. Skrzypczak
Title: Chief Operating Officer
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