UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 18, 2003
AMTROL Inc.
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(Exact Name of Registrant as Specified in Charter)
Rhode Island 0-20328 05-0246955
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1400 Division Road, West Warwick, RI 02893
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 884-6300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On December 26, 2001, The Company entered into a $42.5 million senior
first-priority secured credit facility arranged by Foothill Capital
Corporation (the "Foothill Facility") and a senior second-priority
secured credit facility with affiliates of The Cypress Group L.L.C. (the
"Cypress Facility"). The Foothill Facility provides the Company with a
Revolving Credit Facility and a Term Loan Facility consisting of Term
Loan A and Term Loan B.
On November 18, 2003, the Company amended its senior first-priority
secured credit facility with Foothill Capital Corporation (the "Foothill
Facility") by entering into the First Amendment and Waiver to Loan and
Security Agreement (the "First Amendment") and also amended its senior
second-priority secured credit facility with affiliates of the Cypress
Group L.L.C. (the "Cypress Facility") by entering into the Second
Amendment to Loan and Security Agreement (the "Second Amendment"). The
First Amendment increased Term Loan B by $15.0 million to $20.3 million
and extended the maturity date of Term Loan B to December 26, 2005.
Commitments under the Revolving Credit Facility and Term Loan A were
reduced in the aggregate from $35.0 million to $30.0 million. The
additional funds provided by the First Amendment will be used for capital
investment programs, general working capital purposes and may also be
used to purchase the Company's Senior Subordinated Notes in an aggregate
amount not to exceed $5.0 million. The First Amendment also revised
certain covenants to be more consistent with the Company's business
plans.
The First Amendment and the Second Amendment also give the Company the
right, through December 31, 2003, to exchange additional new debt
totaling $6.3 million provided under the Cypress Facility for a portion
of the Company's Senior Subordinated Notes held by affiliates of The
Cypress Group L.L.C. The Company and or affiliates of the Company,
including entities related to Cypress may continue, from time to time, to
purchase the Senior Subordinated Notes previously issued by the Company
in the open market or by other means.
The Company's obligations under the Foothill Facility and the Cypress
Facility continue to be guaranteed by Amtrol Holdings Inc. and each
direct and indirect domestic subsidiary of the Company and are secured by
substantially all assets of the Company and its subsidiaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits. The following exhibits are filed in conjunction with this
document:
Exhibit 10. First Amendment and Waiver to Loan and Security
Agreement dated December 26, 2001
Exhibit 10.1 Second Amendment to Loan and Security
Agreement dated December 26, 2001
Exhibit 99.1 Press Release dated November 18, 2003
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 thereunto duly authorized.
AMTROL INC.
Date: November 25, 2003 By:/s/ALBERT D.INDELICATO
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Albert D. Indelicato,
President, Chairman of the Board,
Chief Executive Officer and Director
Date: November 25, 2003 By: /s/LARRY T.GUILLEMETTE
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Larry T. Guillemette,
Executive Vice President,
Chief Financial Officer and
Treasurer