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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): February 16, 2007
WOLVERINE TUBE, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12164 63-0970812
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
200 Clinton Avenue West, Suite 1000
Huntsville, Alabama 35801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (256) 353-1310
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 7 to Amended and Restated Credit Agreement and Consent
On February 16, 2007, Wolverine Tube, Inc. (the "Company"), along with its
subsidiaries TF Investor, Inc., Tube Forming Holdings, Inc., Tube Forming, L.P.,
Wolverine Finance, LLC, Small Tube Manufacturing, LLC, Wolverine Joining
Technologies, LLC, Wolverine China Investments, LLC and WTI Holding Company,
Inc., entered into Amendment No. 7 (the "Credit Agreement Amendment No. 7") to
the Amended and Restated Credit Agreement with Wachovia Bank, National
Association, as administrative agent (as amended to date, the "Credit
Agreement").
The Credit Agreement Amendment No. 7 amends the Credit Agreement to permit
the transactions contemplated by the Preferred Stock Purchase Agreement
described in Section 3.02 below. The terms of the Credit Agreement Amendment No.
7 include:
o modification of the limitation on indebtedness covenant to allow the
issuance of the Company's new Series A Preferred Stock; and
o modification of the limitation on certain payments covenant to allow
the payment of dividends on the Company's new Series A Preferred Stock
and the payment of certain management fees.
The foregoing description is qualified in its entirety by the terms of the
Credit Agreement Amendment No. 7, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The remaining terms of the Credit
Agreement, which are unchanged by the Credit Agreement Amendment No. 7, are
described under the captions "Liquidity Facilities" and "Off-Balance Sheet
Arrangements" in the Management's Discussion and Analysis of Financial Condition
and Results of Operations section of the Company's Form 10-K for the year ended
December 31, 2005, as updated by the disclosure under the same captions of the
Company's Forms 10-Q for the quarters ended April 2, 2006, July 2, 2006 and
October 1, 2006, as well as the Company's Form 8-K filed with the Securities and
Exchange Commission on December 21, 2006, which disclosure is incorporated
herein by reference.
As of February 20, 2007, $23.3 million in letters of credit and no
revolving loan amounts were outstanding under the secured revolving credit
facility. After taking into account $3.2 million of reserves and other
holdbacks, there was approximately $8.5 million in additional borrowing
availability under the secured revolving credit facility as of that date. The
additional borrowing availability is limited by a net tangible asset test.
Wachovia Bank, National Association, the agent and, along with its
affiliate, is a liquidity provider under the receivables sale facility and the
administrative agent and a lender under the Credit Agreement.
1
Silver Consignment Facility
On February 16, 2007, the Company entered into a new silver consignment
facility with HSBC Bank USA, National Association ("HSBC"), and entered into
related amendments to its secured revolving credit facility and receivables sale
facility, pursuant to the following:
o Consignment Agreement (the "Consignment Agreement"), dated February
16, 2007, by and between HSBC and the Company and Wolverine Joining
Technologies, LLC (together, the "Companies");
o Amendment No. 8 to Amended and Restated Credit Agreement and Consent,
dated as of February 16, 2007, among the Company, its U.S.
subsidiaries, the lenders named therein and Wachovia Bank, National
Association, as administrative agent (the "Credit Agreement Amendment
No. 8"); and
o Amendment No. 3 to Amended and Restated Receivables Purchase
Agreement, effective as of February 16, 2007, among DEJ 98 Finance,
LLC, Wolverine Finance, LLC, a wholly owned subsidiary of the Company,
the Company, Variable Funding Capital Company, LLC, an affiliate of
Wachovia, The CIT Group/Business Credit, Inc., individually and as
co-agent, and Wachovia Bank, National Association, individually and as
agent (the "RPA Amendment").
Consignment Agreement. Under the Consignment Agreement, the Companies may
from time to time request from HSBC, and HSBC may in its sole discretion
provide, consignments of silver with an aggregate value of up to the lesser of
(a) $25 million and (b) 85% of the aggregate undrawn face amount of letters of
credit required to be provided to HSBC pursuant to the Consignment Agreement.
Silver consigned by HSBC pursuant to a consignment request will remain on
consignment with the Companies for a one-day consignment period that is
automatically renewed on a daily basis until the Companies elect to purchase the
consigned silver and withdraw it from consignment, or until HSBC exercises its
discretionary right to decline to renew the daily consignment period and instead
require repayment for the consigned silver.
Consignment fees, payable monthly, are computed daily based on the rate
established by HSBC for each day and are charged on the aggregate value of
silver on consignment with the Companies each day. In addition, upon making a
consignment request, the Companies will also pay a market premium per troy ounce
set by HSBC at the time of the consignment. Upon purchase of any consigned
silver, the Companies must either pay HSBC the cash value of the purchased
silver or, in certain circumstances with HSBC's consent, deliver an equal amount
of silver to HSBC's account.
The Consignment Agreement includes customary representations, warranties,
covenants and conditions with which the Companies must comply in order to access
the consignment facility. In addition, the consignment of silver to the
Companies by HSBC under the Consignment Agreement is conditioned on HSBC's prior
receipt and the continued effectiveness of letters of credit in an aggregate
amount such that the value of all outstanding consigned silver under the
consignment facility is not more than 85% of the aggregate undrawn face amount
of the letters of credit. These letters of credit may be drawn by HSBC to cover
any amounts owed to HSBC by the Companies under the consignment facility, as
well as any amounts paid to HSBC within 90 days of a bankruptcy filing by the
Companies.
2
The HSBC consignment facility is a demand facility. Consequently, upon
demand by HSBC, all outstanding consigned silver (or the value thereof) and all
other obligations under the consignment facility will become due and payable,
and HSBC may draw on the letters of credit to cover such amounts. HSBC may make
such a demand, in its sole discretion, at any time and from time to time,
whether or not an event of default has occurred or the Companies are otherwise
in compliance with the Consignment Agreement. Further, at any time upon notice
to the Companies, HSBC may terminate the consignment facility and its obligation
to consign silver thereunder. Upon termination of the facility, the Companies
must make immediate payment for any consigned silver that has not been purchased
and paid for (or deliver a like amount of silver to HSBC's account), and HSBC
may credit any amounts then held by it toward the Companies' outstanding
obligations or draw on the letters of credit.
Moreover, upon the occurrence of any of the events of default contained in
the Consignment Agreement, the Companies' obligations under the consignment
facility will become immediately due and payable upon demand by HSBC (or
immediately in the case of a bankruptcy or insolvency event), and HSBC may draw
on the letters of credit. These events of default include, among others: default
in payment or performance of the Companies' obligations (or default under any
agreement securing or guaranteeing such performance) in connection with the
consignment facility; default in payment or performance of any obligations or
indebtedness to HSBC or any affiliate; inaccuracy of representations or
warranties; certain bankruptcy or insolvency events; loss, theft or damage to,
or attachment of, the consigned silver; certain defaults with respect to
indebtedness, obligations or liabilities of the Companies in excess of $2.5
million; the determination by HSBC in good faith that the Companies have
suffered a material adverse change; the discontinuance of the operation of the
Companies' business; failure to renew any letter of credit at least 90 days
prior to its expiration date; and certain ratings downgrades with respect to the
financial institution issuing the letters of credit.
On February 16, 2007, the Companies delivered to HSBC letters of credit in
an aggregate face amount of $16.5 million, which would permit the Companies to
request up to an aggregate of $14.025 million in consigned silver under the
facility. On or about February 21, 2007, the Companies intend to sell to HSBC
approximately 970,000 troy ounces of silver based on the applicable market price
on that date, and to immediately request a consignment of 970,000 troy ounces of
silver under the facility.
The foregoing description is qualified in its entirety by the terms of the
Consignment Agreement, a copy of which is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.
Credit Agreement Amendment No. 8 and RPA Amendment. The Credit Agreement
Amendment No. 8 further amends the Credit Agreement. The Credit Agreement
Amendment No. 8 revised the Credit Agreement to permit the implementation of the
Consignment Agreement described above. The terms of the Credit Agreement
Amendment No. 8 include:
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o an increase in the letter of credit sub-limit from $18 million to $24
million;
o an increase in the amount of obligations outstanding, from $18 million
to $25 million, that will trigger the application of the minimum fixed
charge coverage ratio covenant and the commencement of the cash
dominion period;
o a clarification that any silver or inventory or products containing
silver will be excluded from eligible inventory, and therefore from
the borrowing base calculation; and
o adjustments to the letter of credit provisions to include (a) a
prohibition on issuing letters of credit pursuant to the Consignment
Agreement with expiration dates beyond the maturity date of the Credit
Agreement; (b) a reserve requirement (equal to 105% of the maximum
amount available to be drawn) applicable for 90 days following the
expiration or termination of any letters of credit issued pursuant to
the Consignment Agreement; and (c) a cash collateral requirement
(equal to 105% of the maximum amount available to be drawn) applicable
to letters of credit issued pursuant to the Consignment Agreement that
are outstanding at the Credit Agreement maturity date, or that have
expired or terminated within 90 days prior thereto.
The RPA Amendment further amends the Amended and Restated Receivables
Purchase Agreement, dated as of April 4, 2006, among DEJ 98 Finance, LLC,
Wolverine Finance, LLC, the Company, Variable Funding Capital Company LLC, The
CIT Group/Business Credit, Inc. and Wachovia Bank, National Association, as
previously amended (as amended to date, the "RPA"). The RPA Amendment adjusted
the minimum fixed charge coverage ratio requirement in the RPA to be consistent
with the revised minimum fixed charge coverage ratio covenant contained in the
Credit Agreement Amendment No. 8.
The foregoing description is qualified in its entirety by the terms of
the Credit Agreement Amendment No. 8 and the RPA Amendment, copies of which are
attached hereto as Exhibits 10.3 and 10.4 and are incorporated herein by
reference. The remaining terms of the Credit Agreement and the RPA, which are
unchanged by the Credit Agreement Amendment No. 8 and the RPA Amendment, are
described under the captions "Liquidity Facilities" and "Off-Balance Sheet
Arrangements" in the Management's Discussion and Analysis of Financial Condition
and Results of Operations section of the Company's Form 10-K for the year ended
December 31, 2005, as updated by the disclosure under the same captions of the
Company's Forms 10-Q for the quarters ended April 2, 2006, July 2, 2006 and
October 1, 2006, as well as the Company's Form 8-K filed with the Securities and
Exchange Commission on December 21, 2006, which disclosure is incorporated
herein by reference.
As of February 20, 2007, utilization of the receivables sale facility was
approximately $17.5 million, leaving approximately $30.6 million in additional
availability thereunder.
Wachovia Bank, National Association, the agent and, along with its
affiliate, is a liquidity provider under the receivables sale facility and the
administrative agent and a lender under the Credit Agreement.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under the heading entitled "Silver Consignment
Facility" in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
On January 31, 2007, the Company entered into a Preferred Stock Purchase
Agreement (the "Preferred Stock Purchase Agreement") with The Alpine Group, Inc.
("Alpine") and Plainfield Special Situations Master Fund Limited ("Plainfield"
and together with Alpine, the "Purchasers") providing for the issuance and sale
to the Purchasers of an aggregate of 50,000 shares of a new series of preferred
stock of the Company, the Series A Convertible Preferred Stock (the "Series A
Preferred Stock"), at a price of $1,000 per share, for a total purchase price of
$50,000,000 (the "Transaction"). The Transaction closed and each purchaser was
issued its allotment of Series A Preferred Stock on February 16, 2007. The
Company has been advised that the $10,000,000 consideration paid by Alpine to
acquire 10,000 shares of Series A Preferred Stock came from cash on hand. In
addition, Plainfield has advised the Company that the $40,000,000 consideration
paid by Plainfield to acquire 40,000 shares of Series A Preferred Stock came
from cash on hand.
Each share of Series A Preferred Stock will be convertible into a number of
shares of the Company's common stock equal to $1,000 divided by the Conversion
Price. The Conversion Price will be $1.10, subject to customary anti-dilution
adjustments.
Based upon the provisions of the Preferred Stock Purchase Agreement,
including the representations and warranties of the Purchasers therein, the
Company believes that the issuance and sale of the Series A Preferred Stock was
sold to the Purchasers was exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D
under the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
The Series A Preferred Stock restricts the payment of dividends on the
Company's common stock unless the Company has paid or set aside the cumulative
dividends then owed on the Series A Preferred Stock. In addition, each share of
Series A Preferred Stock is entitled to a liquidation preference equal to (i)
the stated value of such holder's shares of Series A Preferred Stock ($1,000 per
share of Series A Preferred Stock) plus all accrued but unpaid dividends on such
Series A Preferred Stock as of the date of the liquidation event and (ii) the
amount per share that would be payable to such holder (including without
limitation the payment of all accrued but unpaid dividends) had all shares of
Series A Preferred Stock been converted to Common Stock immediately prior to
such liquidation event.
The foregoing description of the rights, preferences and privileges of the
Series A Preferred Stock does not purport to be complete and is qualified in its
entirety by the full text of Certificate of Designations relating to the Series
A Preferred Stock, which is an exhibit to the
5
Preferred Stock Purchase Agreement. The Preferred Stock Purchase Agreement was
filed as an exhibit to the Company's Form 8-K filed on February 5, 2007.
Item 5.01. Changes in Control of Registrant.
Please see Item 3.02 above. The holders of Series A Preferred Stock will be
entitled to vote with the holders of the Company's Common Stock on all matters
on which holders of Common Stock are entitled to vote, including, without
limitation, the election of directors. Each share of Series A Preferred Stock
will have a number of votes equal to the number of shares of common stock into
which such share of Series A Preferred Stock is then convertible, except that
for so long as any of the Company's 10.5% Senior Notes due 2009 are outstanding,
no Purchaser (together with any other person with whom that Purchaser would be
considered a "person" (as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act) with respect to the Series A Preferred Stock or the
Company's common stock) may vote common stock and Series A Preferred Stock in
excess of 49% of the total voting power of all voting securities of the Company.
As disclosed in the information statement, as amended, filed with the
Commission pursuant to Rule 14f-1 under the Securities Exchange Act of 1934 on
February 13, 2007 and mailed to each holder of common stock, prior to the
application of the voting limitation described above, Alpine and Plainfield
beneficially hold 15.0% and 60.1%, respectively, of the voting power of the
outstanding voting securities of the Company as of the closing on the
Transaction on February 16, 2007.
The Company does not believe that the Transaction constituted a "Change in
Control" as defined in the Indenture dated as of March 27, 2002 under which the
Company's 10.5% Senior Notes due 2009 were issued.
The Preferred Stock Purchase Agreement provides that the Company will
conduct a rights offering (the "Rights Offering") as soon as practicable after
the closing of the Transaction. Pursuant to the Rights Offering, the existing
stockholders of the Company (excluding the Purchasers) will receive, pro rata in
proportion to the number of shares of common stock owned by them, transferable
rights to purchase, in the aggregate, up to $51,100,000 of common stock to be
issued by the Company at a price per share equal to the Conversion Price. If the
gross proceeds to the Company from the Rights Offering are less than
$25,000,000, Plainfield and Alpine have agreed to acquire their pro rata share
of such number of additional shares of Series A Preferred Stock ("Standby
Shares"), at the price of $1,000 per share, such that the aggregate gross
proceeds to the Company from the Rights Offering and the sale of the Standby
Shares will equal $25,000,000. If Plainfield and Alpine own Series A Preferred
Stock (including any Standby Shares, if applicable) convertible into less than
55% in the aggregrate of the Company's outstanding common stock on an
as-converted, fully diluted basis after the closing of the Rights Offering, each
of Plainfield and Alpine will have an option, exercisable until 90 days after
the closing of the Rights Offering, to purchase its pro rata share of the number
of additional shares of Series A Preferred Stock, at the price of $1,000 per
share, that would be sufficient to increase Plainfield and Alpine's aggregate
ownership to 55% of the Company's common stock on an as-converted, fully diluted
basis.
6
The Company has been informed by Alpine and Plainfield that on February 16,
2007, Alpine and Plainfield entered into a Stockholders' Agreement (the
"Stockholders' Agreement"), pursuant to which neither Plainfield or Alpine shall
transfer any voting securities of the Company without first offering such voting
securities of the Company to the other. Also pursuant to the Stockholders'
Agreement, Plainfield and Alpine each agrees that, so long as the other holds
10% of the outstanding capital stock of the Company, it will vote all its
eligible shares in favor of the two board designees of the other. The
Stockholders' Agreement also requires that for any matter submitted to
Plainfield or Alpine as a holder of Series A Preferred Stock, each shall consult
with the other and cooperate in order to attempt to reach agreement on the
manner in which votes should be cast or consent be given.
For information regarding the election of directors in connection with the
Transaction, please see Item 5.02 below.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
In accordance with the terms of the Preferred Stock Purchase Agreement,
Julie A. Beck, Stephen E. Hare, Johann R. Manning, Jr., Gail O. Neuman and Jan
K. Ver Hagen have each tendered their resignations from the Company's Board of
Directors (the "Board"). Each resignation took effect on February 16, 2007, the
date of the closing of the Transaction.
Prior to their resignations, Messrs. Ver Hagen and Manning were members of
the Executive Committee. Ms. Neuman was a member of the Compensation Committee
and the Corporate Nominating and Governance Committee, and Ms. Beck and Messrs.
Hare and Van Hagen were members of the Audit Committee at the time of their
resignations.
Concurrent with the resignations of the directors listed above, the size of
the Board was reduced from eight members to seven members. The Board has
appointed Steven S. Elbaum and K. Mitchell Posner, who were designated by Alpine
pursuant to the Preferred Stock Purchase Agreement, and Alan Kestenbaum and
Brett Young, who were designated by Plainfield pursuant to the Preferred Stock
Purchase Agreement. Each appointment was made pursuant to the terms of the
Preferred Stock Purchase Agreement and will take effect on the tenth calendar
day following the mailing of the information statement, as amended, (the
"Information Statement") that was filed with the Securities and Exchange
Commission on February 13, 2007 and transmitted to the Company's shareholders on
February 14, 2007 pursuant to Rule 14f-1 under the Securities Exchange Act.
At the time of the filing of this Form 8-K, none of the newly appointed
directors has been named to a Board committee.
Mr. Elbaum, 58, will become the Chairman of the Company's Board upon the
effectiveness of his appointment to the Board. Mr. Elbaum serves, since June
1984, as Chairman of the Board and Chief Executive Officer of Alpine, a publicly
traded holding company engaged in the investment and/or acquisition and
operation of industrial and other companies. Mr. Elbaum served as Chairman of
the Board of Directors of Superior TeleCom Inc., a wire and
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cable manufacturer from October 1996 until November 10, 2003, and its Chief
Executive Officer from October 1996 until December 2002. Mr. Elbaum serves as
Chairman of the Board of Directors of Superior Cables Ltd. (formerly known as
Cables of Zion United Works, LTD.), an Israel-based, publicly traded wire and
cable manufacturer and an affiliate of Alpine. Mr. Elbaum has been a Director
since May 1996 and Chairman of the Board of Directors since April 2001 of
Spherion Corp., a provider of staffing, recruiting and workforce solutions. Mr.
Elbaum has no family relationship with any director, executive officer or key
employee of the Company.
Pursuant to the Separation Agreement, which was previously filed by the
Company as an exhibit to the Form 8-K filed on February 5, 2007, Johann R.
Manning, Jr. has resigned from his positions as President and Chief Executive
Officer of the Company effective February 16, 2007.
Harold M. Karp, 50, became the Company's President and Chief Operating
Officer effective February 16, 2007. Mr. Karp has been Senior Vice President of
Alpine since April 2006 and President of Exeon Inc., formerly known as Essex
Electric Inc., a subsidiary of Alpine, since December 2002 . Previously, Mr.
Karp was President of the Electrical Group of Superior TeleCom Inc. from January
2001 until December 11, 2002. Mr. Karp has no family relationship with any
director, executive officer or key employee of the Company.
Item 8.01 Other Events
Master Waiver
On February 14, 2007, the Company, certain of its direct and indirect
subsidiaries, Variable Funding Capital Company LLC, The CIT Group /Business
Credit, Inc. and Wachovia Bank, National Associaton entered into a Master Waiver
(the "Master Waiver"), which waives certain provisions contained in (i) the RPA
(discussed above in Section 1.01), (ii) the Receivables Sale Agreement, dated as
of April 28, 2005, among the Company, Small Tube Manufacturing, LLC, Tube
Forming, L.P. and DEJ Finance, LLC, as previously amended, and the RPA Amendment
further amends the Amended and Restated Receivables Purchase Agreement, dated as
of April 4, 2006, among DEJ Finance, LLC, Wolverine Finance, LLC, the Company,
Variable Funding Capital Company LLC, The CIT Group/Business Credit, Inc. and
Wachovia Bank, National Association, as previously amended, and (iii) that
certain Canadian Receivables Sales agreement, dated April 4, 2006 (collectively,
the "Receivables Financing Agreements").
The Master Waiver provides for the waiver of any termination event or other
event of default that may result under any of the Receivable Financing
Agreements from a change of control (as defined in such agreements) caused by
the Purchaser's acquisition of the Company's Series A Preferred Stock.
Press Release
On February 16, 2007, the Company issued a press release announcing the
closing of the Transaction. The press release is filed as Exhibit 99.1 to this
report.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibit No. Description
----------- ------------------------------------------------------------
10.1 Amendment No. 7 to Amended and Restated Credit Agreement,
dated as of February 16, 2007, by and between Wolverine
Tube, Inc., TF Investor, Inc., Tube Forming Holdings, Inc.,
Tube Forming, L.P., Wolverine Finance, LLC, Small Tube
Manufacturing, LLC, Wolverine Joining Technologies, LLC,
Wolverine China Investments, LLC, WI Holding Company, Inc.,
and Wachovia Bank, National Association
10.2 Consignment Agreement, dated February 16, 2007, by and
between HSBC Bank USA, National Association, Wolverine Tube,
Inc. and Wolverine Joining Technologies, LLC
10.3 Amendment No. 8 to Amended and Restated Credit Agreement and
Consent, dated as of February 16, 2007, among Wolverine
Tube, Inc., its U.S. subsidiaries, the lenders named therein
and Wachovia Bank, National Association, as administrative
agent
10.4 Amendment No. 3 to Amended and Restated Receivables Purchase
Agreement, dated as of February 16, 2007, among DEJ 98
Finance, LLC, Wolverine Finance, LLC, Wolverine Tube, Inc.,
Variable Funding Capital Company, LLC, The CIT
Group/Business Credit, Inc., individually and as co-agent,
and Wachovia Bank, National Association, individually and as
agent
99.1 Press release, dated February 16, 2007, issued by Wolverine
Tube, Inc. announcing that is has closed the $50 million
investment by Plainfield Special Situations Master Fund
Limited and The Alpine Group, Inc. pursuant to the Preferred
Stock Purchase Agreement that was previously announced on
February 1, 2007
* * * * * *
This Current Report on Form 8-K includes forward-looking statements, made
pursuant to the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995, regarding the issuance and sale of the Series A Preferred
Stock by the Company. Such statements are based on current expectations, as well
as management's beliefs and assumptions about the Company's business and other
information currently available. These forward-looking statements are subject to
various risks and uncertainties, including, but not limited to, (i) our
stockholders' approval of the amendment to our Restated Certificate of
Incorporation to increase the number of authorized shares of common stock, (ii)
the level of participation by our stockholders in the proposed rights offering,
and (iii) the effect of economic and business conditions. The Company undertakes
no obligation to publicly release any revision of any forward-looking statements
contained herein to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events. A discussion of
other risks and uncertainties which could cause actual results to differ from
those contained in the forward-
9
looking statements can be found in the Company's Annual Report on Form 10-K for
the most recently ended fiscal year and reports filed from time to time with the
Securities and Exchange Commission.
10
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 hereto duly authorized.
Date: February 23, 2007
WOLVERINE TUBE, INC.
By: /s/ James E. Deason
----------------------------------------
James E. Deason
Senior Vice President,
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------
10.1 Amendment No. 7 to Amended and Restated Credit Agreement,
dated as of February 16, 2007, by and between Wolverine
Tube, Inc., TF Investor, Inc., Tube Forming Holdings, Inc.,
Tube Forming, L.P., Wolverine Finance, LLC, Small Tube
Manufacturing, LLC, Wolverine Joining Technologies, LLC,
Wolverine China Investments, LLC, WI Holding Company, Inc.,
and Wachovia Bank, National Association
10.2 Consignment Agreement, dated February 16, 2007, by and
between HSBC Bank USA, National Association, Wolverine Tube,
Inc. and Wolverine Joining Technologies, LLC
10.3 Amendment No. 8 to Amended and Restated Credit Agreement and
Consent, dated as of February 16, 2007, among Wolverine
Tube, Inc., its U.S. subsidiaries, the lenders named therein
and Wachovia Bank, National Association, as administrative
agent
10.4 Amendment No. 3 to Amended and Restated Receivables Purchase
Agreement, dated as of February 16, 2007, among DEJ 98
Finance, LLC, Wolverine Finance, LLC, Wolverine Tube, Inc.,
Variable Funding Capital Company, LLC, The CIT
Group/Business Credit, Inc., individually and as co-agent,
and Wachovia Bank, National Association, individually and as
agent
99.1 Press release, dated February 16, 2007, issued by Wolverine
Tube, Inc. announcing that is has closed the $50 million
investment by Plainfield Special Situations Master Fund
Limited and The Alpine Group, Inc. pursuant to the Preferred
Stock Purchase Agreement that was previously announced on
February 1, 2007
12