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 31, 1998
IMATION CORP.
(Exact name of registrant as specified in its charter)
Delaware 1-14310 41-1838504
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
One Imation Place, Oakdale, Minnesota 55128
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (651) 704-4000
None
(Former name or former address, if changed since last report.)
Item 5. Other Events.
Amendment to Rights Agreement.
As of January 12 , 1999, Imation Corp. (the "Company") executed
Amendment No. 1 (the "Rights Amendment") to the Rights Agreement dated as of
June 18, 1996 between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent (the "Rights Agreement"). The Rights Amendment
modifies the definition of "Acquiring Person" in the Rights Agreement to exclude
any shareholder who becomes the beneficial owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding as a result of a reduction
in the number of shares of Common Stock outstanding due to the repurchase of
shares of Common Stock by the Company unless and until such person, after
becoming aware that such person has become the beneficial owner of fifteen
percent (15%) or more of the then outstanding shares of Common Stock, acquires
beneficial ownership of any additional shares of Common Stock.
A copy of the Rights Agreement and the Rights Amendment are included as
Exhibits 4.1 and 4.2 to this Report on Form 8-K.
Credit Facility.
The Company and its wholly owned subsidiary, Imation Enterprises Corp.,
as Borrowers, executed a Loan and Security Agreement (the "Loan Agreement")
dated December 31, 1998 with the financial institutions named therein as
Lenders, BankAmerica Business Credit, Inc. as Agent and Collateral Agent, and
BankBoston, N.A. and NBD Bank as Syndication Agents and Co-Agents. The Loan and
Security Agreement provides a $175 million revolving credit facility, includes
letters of credit, and terminates December 31, 2001. A copy of the Loan
Agreement is included as Exhibit 4.3 to this Report on Form 8-K. The Loan
Agreement replaced the Credit Agreement dated as of July 1, 1996, as amended,
among the Company, the Lenders named therein and Citicorp USA, Inc., as Agent,
pursuant to which the Lenders had agreed to a limited waiver of compliance by
the Company with certain financial covenants.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement dated as of June 18, 1996 between the
Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes as Exhibit
B thereto the form of Right Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 10, as amended, File No. 1-14310).
4.2 Amendment No. 1 dated as of January 12, 1999 to the
Rights Agreement, dated as of June 18, 1996, between the
Company and Norwest Bank Minnesota, National
Association, as Rights Agent.
4.3 Loan and Security Agreement dated as of December 31,
1998 by and among the Company and Imation Enterprises
Corp. as Borrowers, the financial institutions named
therein as Lenders, BankAmerica Business Credit, Inc. as
Agent and Collateral Agent, and BankBoston, N.A. and NBD
Bank as Syndication Agents and Co-Agents.
SIGNATURE
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.
IMATION CORP.
Date: February 8, 1999 By: /s/ Robert L. Edwards
--------------------------------------------
Robert L. Edwards
Senior Vice President, Strategy, Planning,
Chief Financial Officer and
Chief Administrative Officer
EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
- ------- ---------------------- -----------
4.1 Rights Agreement dated as of June 18, 1996 between the Company and
Norwest Bank Minnesota, National Association, as Rights Agent, which
includes as Exhibit B thereto the form of Right Certificate
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 10, as amended, File No. 1-14310).
4.2 Amendment No. 1 dated as of January 12, 1999 to the Rights
Agreement, dated as of June 18, 1996, between the Company and
Norwest Bank Minnesota, National Association, as Rights Agent.
4.3 Loan and Security Agreement dated as of December 31, 1998 by and
among the Company and Imation Enterprises Corp. as Borrowers, the
financial institutions named therein as Lenders, BankAmerica
Business Credit, Inc. as Agent and Collateral Agent, and BankBoston,
N.A. and NBD Bank as Syndication Agents and Co-Agents.