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): September 14, 2000
STEINWAY MUSICAL INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-11911 35-1910745
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 SOUTH STREET, SUITE 425
WALTHAM, MASSACHUSETTS 02453-1472
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 894-9770
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective September 15, 2000, Steinway Musical Instruments, Inc.
("SMI"), through its wholly-owned subsidiary, The Selmer Company, Inc.
("Selmer"), completed the acquisition of United Musical Instruments Holdings,
Inc. ("UMI"), one of the largest manufacturers of band and orchestral
instruments in the United States.
Pursuant to the terms of the Stock Purchase Agreement dated as of
July 20, 2000 between SMI and the seller, BIM Holding AG, the purchase price
for all the outstanding capital stock of UMI consisted of (i) $26 million in
cash paid at closing; plus (ii) an income payment to be calculated based on
the net retained income of UMI for the year 2000. In addition, all of UMI's
outstanding indebtedness, approximating $57 million, was repaid in connection
with the financing arrangements described in Item 5 below.
UMI manufactures and distributes a full line of band instruments under
the brand names Armstrong, Artley, Benge, C.G. Conn and King, and orchestral
string instruments under the brand name Scherl & Roth. Specific band products
include piccolos, flutes, clarinets, saxophones, trumpets, cornets, French
horns, trombones, tubas and sousaphones which are manufactured at UMI facilities
in Eastlake, Ohio; Elkhart, Indiana; and Nogales, Arizona. Specific orchestral
string products include violins, violas, cellos and double basses which are
primarily imported from several European and Asian suppliers and finished at
UMI's facility in Elkhart, Indiana. UMI also distributes over 2,000 accessory
items, including many propriety items, from its Elkhart warehouse, including
mouthpieces, oils and other lubricants, music stands, instrument stands, and
instrument maintenance products. UMI employs over 700 people.
ITEM 5. OTHER EVENTS.
In order to finance the acquisition of UMI, SMI and certain of its
subsidiaries amended and restated their existing credit agreement by entering
into that certain Second Amended and Restated Credit Agreement dated as of
September 14, 2000 (the "Amended Credit Agreement"), among Selmer, Steinway,
Inc. ("Steinway") and United Musical Instruments USA, Inc., a wholly-owned
subsidiary of UMI ("UMI-USA", and collectively with Selmer and Steinway, the
"Borrowers"); certain wholly owned subsidiaries of the Borrowers (as may be
amended from time to time), as guarantors; the several lenders from time to
time parties thereto; and GMAC Commercial Credit LLC, as Administrative Agent.
The Amended Credit Agreement provides for the funding for the UMI
acquisition, as well as increases the amount of working capital loans
available to be borrowed. In addition to the terms and provisions continued
from the existing credit agreement, the Amended Credit Agreement: (a) added
UMI-USA, as a borrower, (b) allows the Borrowers to borrow, repay and
reborrow revolving loans up to the lesser of (i) $120,000,000 and (ii) the
amount calculated pursuant to a specified formula that takes into account
valuations of eligible accounts receivable and eligible inventory of Selmer,
Steinway and UMI-USA, and (c) allows the Borrowers to borrow a term loan of
up to $45,000,000. The principal of such term loan is repayable in equal
monthly installments of $416,666 in years 1 though 5 and equal monthly
installments of $555,555 in years 6 through 8 (and a final payment of
$555,615 on September 14, 2008). The principal of the revolving loans is to
be repaid upon maturity on September 14, 2008. Interest on the revolving
loans and the term loans will be payable monthly at a rate equal to the
monthly average 30-day Libor rate (as published in the Wall Street Journal)
plus 1.75%. The maturity of the loans and the availability of the revolving
loans may be extended with the agreement of the lenders for successive
one-year
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periods. The obligations of the Borrowers under the Amended Credit Agreement
will continue to be secured by inventory, accounts receivable, goods, equipment,
real property and other assets.
In order to comply with the terms of an indenture dated as of May
25, 1995, providing for the issuance by Selmer of 11% senior subordinated
notes due 2005 (the "Indenture"), UMI and UMI-USA were required to become
guarantors under the Indenture. UMI, UMI-USA and Firstar Bank of Minnesota,
N.A., as successor trustee, entered into a Supplemental Indenture dated as of
September 14, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements of UMI that are required to be filed pursuant
to Article 3 of Regulation S-X are not currently available, but will
be filed as an amendment to this Report (together with any additional
required exhibits) as soon as practicable, but in no event later than
sixty (60) days after the latest date on which this Report is required
to be filed.
(b) PRO FORMA Financial Information.
The PRO FORMA financial information required pursuant to Article 11 of
Regulation S-X is not currently available, but will be filed as an
amendment to this Report (together with any additional required
exhibits) as soon as practicable, but in no event later than sixty
(60) days after the latest date on which this Report is required to be
filed.
(c) Exhibits
Number Description
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2.1 Stock Purchase Agreement dated as of July 20, 2000, by and among
Steinway Musical Instruments, Inc. and BIM Holding AG with
respect to all the capital stock of United Musical Instruments
Holdings, Inc. (previously filed with the Securities and Exchange
Commission as an exhibit to the registrant's Report on Form 8-K
filed on July 27, 2000 and incorporated herein by reference)
4.1 Second Amended and Restated Credit Agreement dated as of
September 14, 2000, among The Selmer Company, Inc., Steinway,
Inc. and United Musical Instruments USA, Inc., as borrowers;
certain wholly owned subsidiaries of the borrowers (as may be
amended from time to time), as guarantors; the several lenders
from time to time parties thereto; and GMAC Commercial Credit
LLC, as Administrative Agent.
4.2 Supplemental Indenture dated as of September 14, 2000, by and
among United Musical Instruments Holdings, Inc., United Musical
Instruments USA, Inc. and Firstar Bank of Minnesota, N.A., as
successor trustee.
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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.
STEINWAY MUSICAL INSTRUMENTS, INC.
/s/ Dana D. Messina
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Dana D. Messina
Director, President and Chief Executive Officer
Date: September 29, 2000
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