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): October 4, 2004
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CONTINENTAL GLOBAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-27665 31-1506889
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
CO-REGISTRANTS AND SUBSIDIARY GUARANTORS
Continental Conveyor & Equipment Company Delaware 34-1603197
Goodman Conveyor Company Delaware 34-1603196
Continental Global Continental Conveyor & Goodman Conveyor
Group, Inc. Equipment Company Company
438 Industrial Drive 438 Industrial Drive Route 178 South
Winfield, Alabama 35594 Winfield, Alabama 35594 Belton, South Carolina 29627
(205) 487-6492 (205) 487-6492 (864) 388-7793
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 4, 2004, the Company entered into an Indenture by and among the
Company, two of its wholly-owned subsidiaries, Continental Conveyor & Equipment
Company and Goodman Conveyor Company (collectively, the "Subsidiary Guarantors")
and Wells Fargo Bank, National Association, as trustee (the "Indenture"). The
Indenture relates to the issuance of the Company's 9% Series A Senior Secured
Notes due 2008 and the Company's 13% Series B Senior Secured Notes
(collectively, the "New Notes"). A description of the material terms of the
Indenture, including a description of the material terms of the New Notes, may
be found in the Company's Form T-3 Application for Qualification of Indenture
under the Trust Indenture Act of 1939, which was filed with the Commission on
August 5, 2004 and is hereby incorporated by reference.
On October 4, 2004, the Company's wholly-owned subsidiaries, Continental
Conveyor & Equipment Company and Goodman Conveyor Company (the "Borrowers")
entered into a Second Amended and Restated Credit Facility and Security
Agreement (the "Credit Agreement") by and among the Borrowers and Bank One, N.A.
("Lender") amending that certain Amended and Restated Credit Facility and
Security Agreement, dated July 25, 2002, to permit additional borrowing under
the Credit Agreement in connection with the Company's Exchange Offer (as defined
in Item 8.01 of this Form 8-K).
On October 4, 2004, the Company unconditionally promised to pay to the order of
N.E.S. Investment Co. ("N.E.S.") the principal amount of $10,000,000, together
with accrued and unpaid interest, in the form of a 9% Convertible Subordinated
Promissory Note (the "Note"). The Note evidences the unpaid principal amount of
a loan (the "Loan") from N.E.S. to Company in connection with the Company's
Exchange Offer (as defined in Item 8.01 of this Form 8-K).
ITEM 8.01. OTHER EVENTS
On October 4, 2004, Continental Global Group, Inc. (the "Company") announced
that it has completed its Exchange Offer and Consent Solicitation (the "Exchange
Offer") commenced August 4, 2004 with respect to its outstanding 11% Senior
Notes due 2007 (the "Old Notes"). The Company has notified Wells Fargo Bank,
N.A., which acted as depositary for the Exchange Offer and as Indenture Trustee
for the Old Notes, that all Old Notes that were validly tendered have been
accepted for exchange. Tenders with respect to Old Notes representing
approximately $109,270,000 or 91.06% of the $120,000,000 of Old Notes
outstanding principal amount were received by the Depositary in the Exchange
Offer. Old Notes not tendered and exchanged pursuant to the Exchange Offer will
remain outstanding.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Exhibit
4.1 Indenture, dated October 4, 2004, among Continental Global
Group, Inc., Continental Conveyor & Equipment Company, Goodman
Conveyor Company and Wells Fargo Bank, National Association.
4.2 Second Amended and Restated Credit Facility and Security
Agreement, dated October 4, 2004, by and among Continental
Conveyor & Equipment Company, Goodman Conveyor Company and
Bank One, N.A.
4.3 9% Convertible Subordinated Promissory Note, dated October 4,
2004, from Continental Global Group, Inc. to N.E.S. Investment
Co. in the amount of $10,000,000.
99 Press release from Continental Global Group, Inc. announcing
completion of the Exchange Offer and Consent Solicitation for
11% Senior Notes Due 2007.
SIGNATURE
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.
CONTINENTAL GLOBAL GROUP, INC.
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(Registrant)
Date: October 7, 2004 By: /s/ Robert W. Hale
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Name: Robert W. Hale
Title: President and Chief Executive
Officer