SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
ON
FORM 8-K
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) : July 21, 2000
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COMMEMORATIVE BRANDS, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 13-3915801
(State or other jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
7211 Circle S. Road
Austin, Texas 78745
(Address of principal
executive offices)
Registrant's telephone number, including area code: (512) 444-0571
Item 5. Other Events
On July 21, 2000, Commemorative Brands, Inc. (the "Company") amended
the Indenture dated as of December 16, 1996 between the Company (formerly
known as
Scholastic Brands, Inc.) and HSBC Bank USA (formerly known as Marine
Midland Bank), as Trustee (the "Indenture") by first supplemental indenture
(the "First Supplemental Indenture") between the Company and the Trustee.
As required by the Indenture, a majority of the holders of the bonds
consented to the amendments reflected in the First Supplemental Indenture.
Pursuant to the First Supplemental Indenture, the following covenants
were eliminated from the Indenture (together with any related definitions
and references thereto):
Section 4.3 Reports.
Section 4.7 Restricted Payments.
Section 4.8 Dividend and Other Payment Restrictions Affecting
Subsidiaries.
Section 4.9 Incurrence of Indebtedness and Issuance of Preferred
Stock.
Section 4.11 Transactions with Affiliates.
Section 4.12 Liens.
Section 4.16 Limitations on Issuances and Sales of Capital Stock of
Subsidiaries.
Section 4.17 Limitations on Future Subordinated Indebtedness.
Section 4.18 Subsidiary Guarantees.
Section 4.19 Business Activities.
Section 4.20 Payments for Consent.
Section 4.21 Restrictions under Senior Indebtedness.
Section 5.1 Merger, Consolidation, or Sale of Assets (provided,
however, that the last sentence of Section 5.1 has not
been deleted and shall remain in effect).
Section 6.1(d) Events of Default. The Supplemental Indenture deleted
and (e) clauses (d) and (e) from the definition of Event of
Default.
On December 31, 1997, the Company filed a Form 15-15D with the
Securities and Exchange Commission that terminated the Company's reporting
requirements under the Securities Exchange Act of 1934 (the "Exchange
Act"). Since that time, the Company has only been required to file
Exchange Act reports pursuant to the Indenture. As indicated above, the
Exchange Act reporting requirements set forth in Section 4.3 of the
Indenture have been eliminated. Accordingly, as of July 21, 2000, the
Company was no longer required to file Exchange Act reports and the Company
will no longer file such reports on a going forward basis, although it
intends to provide the holders of the bonds with relevant information on a
regular basis.
In addition, on July 27, 2000, CBI Acquisition Corp., a wholly-owned
subsidiary of Commemorative Brands Holding Corp. ("Holdco") merged into the
Company. The Company was the surviving corporation in the merger (the
"Merger"). As part of the Merger, the holders of the Company Common Stock
and Series B Preferred Stock shall receive 53.95% of the Common Stock and
Series A Preferred Stock of Holdco. The holders of Series A Preferred
Stock of the Company shall continue to hold such shares.
As part of a broader restructuring, the holders of Common Stock and
Series A Preferred Stock of Taylor Senior Holding Corp., a Delaware
corporation ("TSHC") have contributed their shares into Holdco in exchange
for 46.05% of the Common Stock and Series A Preferred Stock of Holdco.
TSHC is the direct and the indirect parent company of Taylor Publishing
Company and Taylor Production Services, L.P. respectively (collectively,
the "Taylor Entities"). Taylor Publishing Company is in the business of
selling and distributing and Taylor Production Services, L.P. is in the
business of manufacturing scholastic yearbook products.
As part of the Company's restructuring, the Company refinanced its
existing senior indebtedness with a bank syndicate led by Heller Financial,
Inc. with the Company, the Taylor Entities and TP Holding Corp. as co-
borrowers. Pursuant to the new credit facility, the Company's covenant
compliance will be measured on a consolidated basis with the Taylor
Entities and, at the discretion of Holdco's Board of Directors, CBI will
have access to money generated by the Taylor Entities. Holdco, TSHC and
CBI North America, Inc., the Company's subsidiary, have guaranteed the
indebtedness.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Description
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4 First Supplemental Indenture
FIRST SUPPLEMENTAL INDENTURE, dated as of July 21, 2000, between
Commemorative Brands, Inc. (formerly known as Scholastic Brands, Inc.), a
Delaware corporation, as issuer (the "Company"), and HSBC Bank USA
(formerly known as Marine Midland Bank), a New York banking corporation,
as trustee (the "Trustee").
WHEREAS, the Company heretofore executed and delivered to the
Trustee an Indenture dated as of December 16, 1996 (the "Original
Indenture" and, as it may be amended or supplemented from time to time by
one or more indentures supplemental thereto entered into pursuant to the
applicable provisions thereof, the "Indenture"), providing for the issuance
of the Company's 11% Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, there are now outstanding under the Indenture, Notes in
the aggregate principal amount of $90,000,000;
WHEREAS, Section 9.2 of the Indenture provides that the Company
and the Trustee may amend or supplement the Indenture with the written
consent of the holders of at least a majority in the aggregate principal
amount of the Notes then outstanding (the "Majority Holders");
WHEREAS, the Company desires to amend certain provisions of the
Indenture, as set forth in Article One hereof;
WHEREAS, Tri-Links Investment Trust, a Majority Holder who owns
$48.645 million face amount of the Notes has consented to the amendments
effected by this First Supplemental Indenture; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement, in accordance with its terms, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH,
that, for and in consideration of the promises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all holders of
Notes, as follows:
ARTICLE ONE
Amendments to Original Indenture
Section 1.1 Amendments to Article One, Article Four, Article
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Five and Six.
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(a) Sections 4.3, 4.7, 4.8, 4.9, 4.11, 4.12, 4.16, 4.17, 4.18,
4.19, 4.20, 4.21, and 5.1 (provided, however, that the last sentence of
Section 5.1 shall not be deleted and shall remain in effect) of the
Original Indenture are hereby amended by deleting all such sections, and
all related definitions (to the extent not applicable to other sections of
the Indenture) and any references thereto, in their entirety.
(b) Section 6.1 is hereby amended to delete clauses (d) and (e)
from the definition of "Event of Default."
ARTICLE TWO
Miscellaneous
Section 2.1 Instruments to be Read Together. This First
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Supplemental Indenture is an indenture supplemental to the Original
Indenture, and said Original Indenture and this First Supplemental
Indenture shall henceforth be read together.
Section 2.2 Confirmation. The Original Indenture as amended and
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supplemented by this First Supplemental Indenture is in all respects
confirmed and preserved.
Section 2.3 Terms Defined. Capitalized terms used in this First
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Supplemental Indenture and not otherwise defined herein shall have the
respective meanings set forth in the Original Indenture.
Section 2.4 Headings. The headings of the Articles and Sections
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of this First Supplemental Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof and shall in no
way modify or restrict any of the terms and provisions hereof.
Section 2.5 Governing Law. The laws of the State of New York
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shall govern this First Supplemental Indenture.
Section 2.6 Counterparts. This First Supplemental Indenture may
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be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 2.7 Effectiveness. The provisions of this First
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Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of Sections 9.2
and 9.6 of the Indenture.
Section 2.8 Acceptance by Trustee. The Trustee accepts the
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amendments to the Indenture effected by this First Supplemental Indenture.
Section 2.9 Certain Duties and Responsibilities of the Trustee.
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In entering into this First Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture and the Notes
relating to the conduct or affecting the liability or affording protection
to the Trustee, whether or not elsewhere herein so provided. The Trustee
shall not be responsible in any manner for or in respect of the validity or
sufficiency of this First Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made by the Company.
Section 2.10 Trustee Documents. On or before the date hereof,
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the Company shall deliver to the Trustee pursuant to the Indenture, (a) the
Board resolutions, (b) an Officer's Certificate, and (c) an Opinion of
Counsel.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first
written above.
COMMEMORATIVE BRANDS, INC.
By: /s/ David G. Fiore
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David G. Fiore
President
HSBC BANK USA, as Trustee
By: /s/ Peter S. Wolfrath
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Peter S. Wolfrath
Assistant Vice President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Commemorative Brands, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COMMEMORATIVE BRANDS, INC.
Date: July , 2000 By: /s/ Sherice P. Bench
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Name: Sherice P. Bench
Title: Vice President and
Principal Accounting
Officer
EXHIBIT INDEX
Exhibit 4 First Supplemental Indenture dated July 21, 2000