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: OCTOBER 27, 1999
ACORN PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22717 22-3265462
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
390 Dublin Avenue
Columbus, Ohio 43215
(614) 222-4400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
500 Dublin Avenue
Columbus, Ohio 43215
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On October 28, 1999, UnionTools, Inc. ("UnionTools"), the operating
subsidiary of Acorn Products, Inc. (the "Company"), entered into a Sixth
Amendment (the "Amendment") to the Amended and Restated Credit Agreement dated
as of May 29, 1997 (as amended, the "Credit Agreement"), by and among
UnionTools, the Company, H.B. Sherman Manufacturing Company, UnionTools
Irrigation, Inc., Heller Financial, Inc., in its capacity as Agent and as a
Lender, and the lending institutions from time to time signatory thereto. In
addition to amending certain terms of the Credit Agreement, the Amendment
expands the existing credit facility to include an additional $6 million
subordinated term loan funded by investment funds managed by Oaktree Capital
Management LLC and Trust Company of the West, which collectively constitute the
majority stockholder of the Company.
A copy of the Company's press release announcing the foregoing, as well as
conformed copies of the transaction documents underlying the same, are set forth
as Exhibits 99.1 through 99.4 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
99.1 Press release issued by the Company on October 28, 1999.
99.2 Sixth Amendment to Amended and Restated Credit Agreement
dated as of October 28, 1999, by and among UnionTools, the
Company, H.B. Sherman Manufacturing Company, UnionTools
Irrigation, Inc., Heller Financial, Inc., in its capacity as
Agent and Lender, and the lending institutions signatory
thereto.
99.3 Term Loan Note dated October 28, 1999, issued by UnionTools
in favor of Heller Financial, Inc. pursuant to the Sixth
Amendment to Amended and Restated Credit Agreement.
99.4 Subordinated Participation Agreement dated as of October 28,
1999, by and between Heller Financial, Inc., in its
individual capacity and as Agent, and OCM Principal
Opportunities Fund, L.P. and TCW Special Credits, as general
partner and/or investment manager of the funds and accounts
set forth on Schedule I-A thereto.
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ITEM 8. CHANGE IN FISCAL YEAR
On October 27, 1999, the Board of Directors of the Company approved a
change in the Company's fiscal year end from the Friday closest to July 31 to
December 31. Pursuant to Rule 13a-10 of the Securities and Exchange Act of
1934, the Company will file with the Commission a transition report on Form 10-Q
covering the transition period.
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.
ACORN PRODUCTS, INC.
Date: October 27, 1999 By: /s/ John G. Jacob
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John G. Jacob, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release issued by the Company on October 28, 1999.
99.2 Sixth Amendment to Amended and Restated Credit Agreement
dated as of October 28, 1999, by and among UnionTools, the
Company, H.B. Sherman Manufacturing Company, UnionTools
Irrigation, Inc., Heller Financial, Inc., in its capacity as
Agent and Lender, and the lending institutions signatory
thereto.
99.3 Term Loan Note dated October 28, 1999, issued by UnionTools
in favor of Heller Financial, Inc. pursuant to the Sixth
Amendment to Amended and Restated Credit Agreement.
99.4 Subordinated Participation Agreement dated as of October 28,
1999, by and between Heller Financial, Inc., in its
individual capacity and as Agent, and OCM Principal
Opportunities Fund, L.P. and TCW Special Credits, as general
partner and/or investment manager of the funds and accounts
set forth on Schedule I-A thereto.