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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) June 27, 2001
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EAGLE-PICHER HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-49957-01 13-3989553
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 513-721-7010
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(Not Applicable)
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(Former Name Or Former Address, If Changed Since Last Report)
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TABLE OF ADDITIONAL REGISTRANTS
JURISDICTION OF COMMISSION IRS EMPLOYER
INCORPORATION OR FILE IDENTIFICATION
NAME ORGANIZATION NUMBER NUMBER
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Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
EPMR Corporation (f/k/a Michigan Michigan 333-49957-08 38-2185909
Automotive Research Corp.)
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ITEM 5. OTHER EVENTS.
CREDIT AGREEMENT AMENDMENT
On June 27, 2001 Eagle-Picher Industries, Inc. (the "Company") entered
into an amendment (the "Credit Agreement Amendment") to its senior secured
Credit Agreement (the "Credit Agreement") dated as of February 19, 1998 among
the Company, various lenders from time to time party thereto, ABN AMRO Bank,
N.V., as Agent, PNC Bank, National Association, as Documentation Agent and NBD,
N.A., as Syndication Agent. The Credit Agreement Amendment is effective as of
May 31, 2001 and amends the financial covenants in the Credit Agreement and
makes certain other changes as described below.
Leverage Ratio
The Company's Leverage Ratio is the ratio of consolidated debt to
consolidated earnings before interest, taxes, depreciation and amortization
("EBITDA"), as such terms are defined in the Credit Agreement. The Company's
Leverage Ratio is measured quarterly based on the trailing four fiscal quarters
and the Credit Agreement Amendment changed the maximum permitted Leverage Ratio
as shown in the following table:
QUARTER ENDING PREVIOUS MAXIMUM AMENDED MAXIMUM
LEVERAGE RATIO LEVERAGE RATIO
May 31, 2001 4.50:1.00 5.00:1.00
August 31, 2001 4.50:1.00 5.25:1.00
November 30, 2001 4.00:1.00 5.25:1.00
February 28, 2002 4.00:1.00 5.25:1.00
May 31, 2002 4.00:1.00 5.00:1.00
August 31, 2002 4.00:1.00 4.75:1.00
November 30, 2002 3.50:1.00 4.75:1.00
February 28, 2003 3.50:1.00 4.75:1.00
May 31, 2003 3.50:1.00 4.50:1.00
Thereafter 3.50:1.00 4.25:1.00
Interest Coverage Ratio
The Company's Interest Coverage Ratio is the ratio of consolidated
EBITDA to consolidated interest expense, as such terms are defined in the Credit
Agreement. The Company's Interest Coverage Ratio is measured quarterly based on
the trailing four fiscal quarters and the Credit Agreement Amendment changed the
minimum required Interest Coverage Ratio as shown in the following table:
QUARTER ENDING PREVIOUS MINIMUM AMENDED MINIMUM
REQUIRED INTEREST REQUIRED INTEREST
COVERAGE RATIO COVERAGE RATIO
May 31, 2001 2.50:1.00 2.00:1.00
August 31, 2001 2.50:1.00 2.00:1.00
November 30, 2001 2.50:1.00 2.00:1.00
February 28, 2002 3.00:1.00 1.85:1.00
May 31, 2002 3.00:1.00 2.00:1.00
August 31, 2002 3.00:1.00 2.00:1.00
November 30, 2002 3.00:1.00 2.00:1.00
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February 28, 2003 3.00:1.00 2.25:1.00
May 31, 2003 3.00:1.00 2.25:1.00
August 31, 2003 3.00:1.00 2.25:1.00
Thereafter 3.00:1.00 2.50:1.00
Fixed Charge Coverage Ratio
The Company's Fixed Charge Coverage Ratio is the ratio of consolidated
EBITDA to consolidated fixed charges, as such terms are defined in the Credit
Agreement. The Company's Fixed Charge Coverage Ratio is measured quarterly based
on the trailing four fiscal quarters and the Credit Agreement Amendment changed
the minimum required Fixed Charge Coverage Ratio as shown in the following
table:
QUARTER ENDING PREVIOUS MINIMUM AMENDED MINIMUM
REQUIRED INTEREST REQUIRED INTEREST
COVERAGE RATIO COVERAGE RATIO
May 31, 2001 1.50:1.00 1.50:1.00
August 31, 2001 1.50:1.00 1.25:1.00
November 30, 2001 1.50:1.00 1.25:1.00
February 28, 2002 1.50:1.00 1.25:1.00
May 31, 2002 1.50:1.00 1.25:1.00
August 31, 2002 1.50:1.00 1.25:1.00
November 30, 2002 1.50:1.00 1.25:1.00
February 28, 2003 1.50:1.00 1.35:1.00
May 31, 2003 1.50:1.00 1.35:1.00
Thereafter 1.50:1.00 1.40:1.00
The Credit Agreement Amendment changed several other provisions of the
Credit Agreement in addition to the financial covenants. With the Credit
Agreement Amendment, all proceeds from Asset Sales (as such term is defined in
the Credit Agreement) are required to be applied to repay principal on the term
loan under the Credit Agreement. Previously, the Company was permitted to use up
to $50 million of proceeds per fiscal year from Asset Sales to purchase other
assets used in the Company's business before being required to repay such term
loan. As of the date hereof, the outstanding principal amount of such term loan
was approximately $57.3 million.
The Credit Agreement Amendment also eliminated the ability of the
Company to make up to $75 million per fiscal year of acquisitions without the
consent of a majority of the lenders.
The Credit Agreement Amendment increases the interest rate on
borrowings under the Credit Agreement by 0.50% (0.75% if the Company's Leverage
Ratio exceeds 5.00 to 1.00).
The Credit Agreement Amendment also contains several minor technical
amendments to the Credit Agreement.
The Company paid total fees to the lenders of approximately $800,000 in
connection with the Credit Agreement Amendment.
RECEIVABLES LOAN AGREEMENT AMENDMENT
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On June 29, 2001, the Company and its wholly-owned subsidiary
Eagle-Picher Acceptance Corporation ("EPAC") entered into a Fifth Amendment (the
"RLA Amendment") to the Receivables Loan Agreement (the "Receivables Loan
Agreement") dated as of May 18, 1999 among the Company, EPAC, Amsterdam Funding
Corporation, ABN AMRO Bank N.V., Market Street Funding Corporation and PNC Bank,
National Association. Pursuant to the RLA Amendment, the term of the Receivables
Loan Agreement was extended to May 15, 2002. The Receivables loan Agreement had
an initial term through May 17, 2000, which was extended in 2000 to May 16, 2001
and then extended in May 2001 until June 29, 2001. In connection with the RLA
Amendment, the annual fee paid by the Company on the program limit of $50
million was increased by 0.50% to 1.25%.
The foregoing descriptions of the Credit Agreement Amendment and the
RLA Amendment are qualified in their entirety by reference to the full text of
those documents, each of which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
10.56 Fourth Amendment to Credit Agreement and Consent
dated as of May 31, 2001, among the Company, the
lenders party hereto, ABN AMRO Bank N.V., as Agent,
PNC Bank, National Association, as Documentation
Agent and NBD Bank, N.A., as Syndication Agent.
10.57 Fifth Amendment to Receivables Loan Agreement dated
as of June 29, 2001 among the Company, EPAC,
Amsterdam Funding Corporation, as a Conduit Lender
and as the administrative agent for the Lenders, ABN
AMRO Bank N.V., as the Amsterdam Lender Agent, Market
Street Funding Corporation, as a Conduit Lender, PNC
Bank, National Association, as the Market Lender
Agent and the Related Bank Lenders party hereto.
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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 thereunto duly authorized.
EAGLE-PICHER HOLDINGS, INC.
/s/ Philip F. Schultz
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Philip F. Schultz
President and Chief Executive Officer
Senior Vice President and Chief Financial
Officer
DATE July 6, 2001
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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 thereunto duly authorized.
EAGLE-PICHER INDUSTRIES, INC.
/s/ Philip F. Schultz
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Philip F. Schultz
President and Chief Executive Officer
Senior Vice President and Chief Financial
Officer
DATE July 6, 2001
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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 thereunto duly authorized.
DAISY PARTS, INC.
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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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 thereunto duly authorized.
EAGLE-PICHER DEVELOPMENT COMPANY, INC.
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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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 thereunto duly authorized.
EAGLE-PICHER FAR EAST, INC.
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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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 thereunto duly authorized.
EAGLE-PICHER MINERALS, INC.
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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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 thereunto duly authorized.
EAGLE-PICHER TECHNOLOGIES, LLC
/s/ William E. Long
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William E. Long
President
DATE July 6, 2001
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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 thereunto duly authorized.
HILLSDALE TOOL & MANUFACTURING CO.
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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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 thereunto duly authorized.
EPMR CORPORATION
/s/ Tom B. Scherpenberg
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Tom B. Scherpenberg
Treasurer
DATE July 6, 2001
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
10.56 Fourth Amendment to Credit Agreement and Consent dated as of
May 31, 2001, among the Company, the lenders party hereto, ABN
AMRO Bank N.V., as Agent, PNC Bank, National Association, as
Documentation Agent and NBD Bank, N.A., as Syndication Agent.
10.57 Fifth Amendment to Receivables Loan Agreement dated as of June
29, 2001 among the Company, EPAC, Amsterdam Funding
Corporation, as a Conduit Lender and as the administrative
agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam
Lender Agent, Market Street Funding Corporation, as a Conduit
Lender, PNC Bank, National Association, as the Market Lender
Agent and the Related Bank Lenders party hereto.
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