UNITED STATES
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
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Date of Report
(Date of earliest
event reported): June 8, 2001
Northland Cranberries, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-16130 39-1583759
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
800 First Avenue South, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
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(Address of principal executive offices including zip code)
(715) 424-4444
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(Registrant's telephone number)
Item 5. Other Events.
On April 24, 2001, we entered into a Second Amendment to Forbearance
Agreement and Limited Waiver (the "Second Amendment") with Firstar Bank, N.A.
and various financial institutions comprising our group of secured lenders,
amending the Forbearance Agreement, dated as of December 13, 2000, which was
previously amended on March 23, 2001 (as so amended, the "Agreement"). Pursuant
to the Agreement, the bank group agreed to forbear from exercising various
remedies available to it as a result of our defaults under certain covenants and
payment requirements of our secured debt arrangements until April 30, 2001 (the
"Forbearance Period"), so long as we remained in compliance with the terms and
conditions of the Agreement. Pursuant to the Second Amendment, our bank group
agreed to waive certain defaults then existing under the Agreement. In
consideration of that waiver, we agreed, among other things, to develop
information necessary to prepare a weekly cash budget that would be approved by
the bank group and to limit our expenditures as set forth in the Second
Amendment until such time as that budget has been prepared and approved. The
Second Amendment is filed as an exhibit to this Current Report on Form 8-K and
is incorporated by reference herein.
On June 8, 2001, we announced that we had entered into a Third Amendment
to Forbearance Agreement (the "Third Amendment") further amending the Agreement.
The Third Amendment extends the Forbearance Period through July 30, 2001.
Pursuant to the Third Amendment, we agreed to take certain actions including,
among others, (i) paying interest on a weekly basis at a rate of 7% per annum on
the principal amount outstanding under our revolving credit facility (although
interest on outstanding principal continues to accrue at the higher default
rate); (ii) limiting our expenditures to levels set forth in a budget prepared
by us and approved by the bank group; (iii) making principal payments on
scheduled dates, including June 15, 2001 and June 30, 2001; (iv) continuing our
process of exploring strategic alternatives and providing our bank group with
evidence satisfactory to the bank group in its discretion, by June 15, 2001,
that we have made substantial progress in the pursuit of such alternatives; and
(v) entering into a corresponding amendment to our existing forbearance
agreement with an insurance company lender. The Third Amendment is filed as an
exhibit to this Current Report on Form 8-K and is incorporated by reference
herein.
On June 8, 2001, we issued a press release regarding the Third Amendment.
The press release is filed as an exhibit to this Current Report on Form 8-K and
is incorporated by reference herein.
Also on June 8, 2001, we announced that we had sold our manufacturing
plant in Mountain Home, North Carolina and our cranberry sauce business to
Clement Pappas for the combined sum of approximately $13.3 million in cash, plus
an additional amount for certain inventory items. We also entered into a
contract manufacturing agreement with Clement Pappas whereby certain of our
juice and juice concentrate products will continue to be manufactured at and
shipped from the Mountain Home facility. The press release regarding this sale
is filed as an exhibit to this Current Report on Form 8-K and is incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
(c) We have filed the exhibits listed in the accompanying Exhibit Index as part
of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned hereunto duly authorized.
NORTHLAND CRANBERRIES, INC.
Date: June 8, 2001 By: /s/ John Swendrowski
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John Swendrowski
Chairman and Chief Executive
Officer
NORTHLAND CRANBERRIES, INC.
EXHIBIT INDEX TO FORM 8-K
Report Dated June 8, 2001
Exhibit No. Description
(4.1) Second Amendment to Forbearance Agreement and Limited Waiver, dated as
of April 24, 2001, by and among the Company, NCI Foods, LLC, a
Wisconsin limited liability company, various financial institutions
and Firstar Bank, N. A., as Agent.
(4.2) Third Amendment to Forbearance Agreement, dated as of May 1, 2001, by
and among the Company, NCI Foods, LLC, a Wisconsin limited liability
company, various financial institutions and Firstar Bank, N. A., as
Agent.
(99.1) Press Release, dated June 8, 2001.
(99.2) Press Release, dated June 8, 2001.