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: July 6, 2001
(Date of the earliest event reported)
Home Products International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation
0-17237 36-4147027
(Commission File Number) (I.R.S. Employer
Identification No.)
4501 West 47th Street
Chicago, IL 60632
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 890-1010
ITEM 2. Acquisition or Disposition of Assets
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On July 6, 2001, Home Products International, Inc. (the "Company"), a
diversified housewares company, completed the sale of its Plastics Inc.
division, which is engaged in the business of manufacturing and marketing
disposable beverage and food servingware, to A & E Products Group LP for
$71,250,000 in cash (the "Sale"). The Sale was completed in accordance with the
terms of the Asset Purchase and Sale Agreement, dated June 6, 2001, among Home
Products International-North America, Inc., a wholly-owned subsidiary of the
Company, A & E Products Group LP, Tyco Plastics Services AG and Tyco (US)
Holdings Inc. The amount of cash proceeds received by the Company was determined
on the basis of arm's length negotiations between the parties. Proceeds from the
Sale were used to pay off the Company's term debt and a portion of its revolving
credit borrowings.
The final purchase price is subject to a net asset adjustment, which is to be
calculated within 90 days following the closing of the Sale.
ITEM 5. Other Events
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On June 29, 2001, the Company reached an agreement with its principal lenders
and The Chase Manhattan Bank as administrative agent (the "Bank Group"), to
amend the Company's senior credit agreement. The amendment became effective on
July 6, 2001 when the Company completed the sale of its Plastics Inc. division.
As a result of the asset sale and corresponding paydown of debt, the Bank Group
agreed to amend all financial covenants through the remaining term of the credit
agreement consistent with internal Company projections. In addition, the
revolving line of credit was reduced from $85 million to $50 million. The
Company believes that the credit agreement, which has a maturity date of May
2003, will provide sufficient funds for the Company's working capital needs
during the remaining term of the credit agreement.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. Such factors and uncertainties include, but are not
limited to: (i) the impact of the level of the Company's indebtedness;
(ii) restrictive covenants contained in the Company's various debt documents;
(iii) general economic conditions and conditions in the retail environment; (iv)
the Company's dependence on a few large customers; (v) price fluctuations in the
raw materials used by the Company, particularly plastic resin; (vi) competitive
conditions in the Company's markets; (vii) the seasonal nature of the Company's
business; (viii) fluctuations in the stock market; (ix) the extent to which the
Company is able to retain and attract key personnel; (x) relationships with
retailers; and (xi) the impact of federal, state and local environmental
requirements (including the impact of current or future environmental claims
against the Company). As a result, the Company's operating results may
fluctuate, especially when measured on a quarterly basis. The Company undertakes
no obligation to revise forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and
Exchange Commission which attempt to advise interested parties of the factors
which affect the Company's business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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a) Financial statement of businesses acquired.
Not applicable.
b) Pro forma financial information.
The Company expects to file the required pro forma financial information
within sixty (60) days of July 21, 2001, the latest date on which this
initial Current Report on Form 8-K could have been filed.
c) Exhibits.
2.1 Asset Purchase and Sale Agreement dated as of June 6, 2001 among
Home Products International-North America, Inc., A & E Products
Group LP, Tyco Plastics Services AG and Tyco (US) Holdings Inc.
10.1 Third Amendment, dated as of June 29, 2001, to the Amended and
Restated Credit Agreement, dated as of September 8, 2001, among
Home Products International, Inc., the several banks and other
financial institutions or entities from time to time parties
thereto, and The Chase Manhattan Bank, as administrative agent.
99.1 Press release of Home Products International, Inc. dated
July 9, 2001.
99.2 Press release of Home Products International, Inc. dated
July 11, 2001.
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.
Home Products International, Inc.
By: /s/ James E. Winslow
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James E. Winslow
Executive Vice President
And Chief Financial Officer
Dated: July 18, 2001
EXHIBIT INDEX
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No. Description
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2.1 Asset Purchase and Sale Agreement dated as of June 6, 2001 among Home
Products International-North America, Inc., A & E Products Group LP,
Tyco Plastics Services AG and Tyco (US) Holdings Inc.
10.1 Third Amendment, dated as of June 29, 2001 to the Amended and Restated
Credit Agreement, dated as of September 8, 2000, among Home Products
International, Inc., the several banks and other financial
institutions or entities from time to time parties thereto, and The
Chase Manhattan Bank as administrative agent.
99.1 Press release of Home Products International, Inc. dated July 9, 2001.
99.2 Press release of Home Products International, Inc. date July 11, 2001.