UNITED STATES
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):December 9, 2004
(Commission File Number)333-49957-01
EaglePicher Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| | | |
| Delaware | | 13-3989553 |
| (State of incorporation) | | (I.R.S. Employer |
| | Identification Number) |
3402 East University Drive
Phoenix, Arizona 85034
(Address of Registrant’s principal executive office)
(602) 794-9600
(Registrant’s telephone number)
TABLE OF ADDITIONAL REGISTRANTS
| | | | | |
| | | STATE OR OTHER JURISDICTION OF | | I.R.S. EMPLOYER |
NAME OF REGISTRANT
| | INCORPORATION OR ORGANIZATION
| | IDENTIFICATION NUMBER
|
| EaglePicher Incorporated | | Ohio | | 31-0268670 |
| Carpenter Enterprises, Inc. | | Michigan | | 38-2752092 |
| Daisy Parts, Inc. | | Michigan | | 38-1406772 |
| Eagle-Picher Far East, Inc. | | Delaware | | 31-1235685 |
| EaglePicher Filtration & Minerals, Inc. | | Nevada | | 31-1188662 |
| EaglePicher Technologies, LLC | | Delaware | | 31-1587660 |
| EaglePicher Automotive, Inc. | | Michigan | | 38-0946293 |
| EaglePicher Pharmaceutical Services, LLC | | Delaware | | 74-3071334 |
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
TABLE OF CONTENTS
ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
The registrant has obtained amendments to its Credit Agreement and its Accounts Receivable Securitization Facility to modify the financial covenants in those agreements for the quarter ended November 30, 2004 and subsequent quarters through the maturity of those agreements. The full text of such amendments are filed with this Form 8-K as Exhibits 1.01(a) and 1.01(b).
ITEM 7.01. REGULATION FD DISCLOSURE
The registrant issued a press release dated December 13, 2004 announcing that it has obtained amendments to its Credit Agreement and its Accounts Receivable Securitization Facility to modify the financial covenants in those agreements for the quarter ended November 30, 2004 and subsequent quarters through the maturity of those agreements. Based on these amendments, the registrant was in compliance with all financial covenants as of November 30, 2004. These amendments are also expected to give the registrant sufficient liquidity to operate and grow its businesses while remaining in compliance with all financial covenants.
ITEM 9.01 EXHIBITS
(c) Exhibits
| | | |
| 1.01(a) | | Third Amendment to Credit Agreement dated as of November 30, 2004 by and among EaglePicher Holdings, Inc., EaglePicher Incorporated, certain Lenders and Harris Trust and Savings Bank. |
| | | |
| 1.01(b) | | Amendment No. 5 to Receivables Purchase and Servicing Agreement dated as of December 9, 2004 by and among EaglePicher Incorporated, EaglePicher Funding Corporation and General Electric Capital Corporation. |
| | | |
| 7.01(a) | | Press Release dated December 13, 2004 |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER HOLDINGS, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER INCORPORATED
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: December 15, 2004
| | | | | |
| | CARPENTER ENTERPRISES, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: December 15, 2004
| | | | | |
| | DAISY PARTS, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER FAR EAST, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER FILTRATION & MINERALS, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER TECHNOLOGIES, LLC
| |
| | By: | Bradley J. Waters | |
| | | Name: | Bradley J. Waters | |
| | | Title: | Vice President and Chief Financial Officer | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER AUTOMOTIVE, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
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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.
Date: December 15, 2004
| | | | | |
| | EAGLEPICHER PHARMACEUTICAL SERVICES, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
| |
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