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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1996
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EAGLE-PICHER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 1-1499 31-0268670
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
580 Walnut St., 13th Floor, P.O. Box 779, Cincinnati, Ohio 45201
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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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Item 3. Bankruptcy or Receivership.
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As previously reported, on January 7, 1991 (the "Petition Date"),
Eagle-Picher Industries, Inc. (the "Company") and seven of its domestic
subsidiaries (collectively, the "Debtors") each filed a voluntary petition for
relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy
Code") with the United States Bankruptcy Court for the Southern District of
Ohio, Western Division (the "Bankruptcy Court"). Since the Petition Date, the
Debtors have operated their respective businesses as debtors in possession in
accordance with the provisions of the Bankruptcy Code.
On November 18, 1996, the United States District Court for the Southern
District of Ohio, Western Division (the "District Court"), and the Bankruptcy
Court entered an Order on Confirmation of Plan and Findings of Fact and
Conclusions of Law Re Confirmation of the Third Amended Consolidated Plan of
Reorganization of the Debtors, As Modified (collectively, the "Confirmation
Orders"), which confirmed the Company's Third Amended Consolidated Plan of
Reorganization, dated August 28, 1996, as modified (the "Plan"). The effective
date of the Plan occurred on November 29, 1996 (the "Effective Date"), and the
Plan was substantially consummated on such date.
The Plan was proposed jointly by the Debtors, the Injury Claimants'
Committee (the "ICC") and the Legal Representative for Future Claimants (the
"RFC"). The ICC and the RFC represented the interests of present and future
asbestos-related and lead-related personal injury claimants, respectively, in
the Debtors' chapter 11 cases. The Plan was also supported by the Unsecured
Creditors' Committee (the "UCC"), which also was appointed in the Debtors'
chapter 11 cases.
The Plan is based on a settlement of $2.0 billion for the Company's
liability for present and future asbestos-related personal injury claims.
Pursuant to the Plan, all present and future asbestos-related and lead-related
personal injury claims will be channeled to and resolved by an independently
administered claims trust (the "PI Trust"). Based on the settlement of $2.0
billion for the Company's liability with respect to present and future
asbestos-related personal injury claims, the Company's estimate that all other
allowed prepetition claims aggregate approximately $157 million, and the value
of the equity of the reorganized Company, each holder of a prepetition general
unsecured claim, including environmental claims but excluding asbestos-related
or lead-related personal injury claims and asbestos-related property damage
claims, will receive a distribution having a value equal to approximately 37% of
its claim. Such distribution will be paid 1/2 in cash and 1/2 in notes having a
three-year maturity.
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The Plan also provides for the resolution and discharge of all
asbestos-related property damage claims, which will be channeled to and resolved
by a second trust funded with $3 million in cash (the "PD Trust"). Claims
entitled to priority under the Bankruptcy Code and convenience claims
(prepetition general unsecured claims of $500 or less or claims that are reduced
to that amount) will be paid in full, in cash.
Pursuant to the Plan, on the Effective Date, the PI Trust received
consideration consisting of ten-year debentures of the reorganized Company in
the principal amount of $250 million, cash in the approximate amount of $51
million, three-year notes of the reorganized Company in the principal amount of
approximately $18 million, other notes of the reorganized Company in the
principal amount of approximately $69 million which mature in 1998, and all of
the common stock of the reorganized Company. The aggregate value of the
consideration distributed or to be distributed to the PI Trust is estimated to
equal approximately 37% of the $2.0 billion settlement amount for the Company's
liability for present and future asbestos-related personal injury claims.
Initial distributions under the Plan will be made to holders of allowed
prepetition claims within ten days after the Effective Date. A final
distribution will be made to all unsecured claimants and to the PI Trust when
all claims asserted in the Debtors' chapter 11 cases (other than those claims
channeled to the PI Trust and the PD Trust) are resolved.
The Disclosure Statement, dated August 28, 1996, relating to the Plan
(the "Disclosure Statement") is filed as Exhibit 99.0 hereto and incorporated
herein by reference. The Disclosure Statement is qualified in its entirety by
reference to the full text of the Plan, the exhibits to the Plan and to the
Disclosure Statement, the modifications to the Plan and the Confirmation Orders,
filed as Exhibits 2.0 through 2.8 hereto and incorporated herein by reference.
Immediately prior to the Effective Date, 11,040,932 shares of the
Company's common stock were issued and outstanding. On the Effective Date, all
of such shares were cancelled, and ten million shares of common stock of the
reorganized Company were issued to the PI Trust, which shares constitute all of
the issued and outstanding shares of the reorganized Company.
The information as to the assets and liabilities of the Company set
forth in the document entitled, "Eagle-Picher Industries, Inc. Significant
Assumptions for Financial Projections," filed as Exhibit 2.3 hereto, is
incorporated herein by reference.
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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.
EAGLE-PICHER INDUSTRIES, INC.
(Registrant)
Date: December 3 , 1996 By: /s/ James A. Ralston
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James A. Ralston
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number
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2.0 Third Amended Consolidated Plan of Reorganization, as
filed with the Bankruptcy Court on August 28, 1996
(incorporated by reference to Exhibit T3E.1 to the
Company's Form T-3 dated November 8, 1996).
2.1 Exhibits to the Third Amended Consolidated Plan of
Reorganization, as filed with the Bankruptcy Court on
October 24, 1996 (Exhibits 1.1.8, 1.1.9 and 1.1.56
are incorporated by reference to Exhibits T3A.2,
T3B.2 and T3C, respectively, to the Company's Form
T-3 dated November 8, 1996).
2.2 Modifications to the Third Amended Consolidated Plan
of Reorganization, as filed with the Bankruptcy Court
on November 13, 1996.
2.3 Certain exhibits filed in connection with the
confirmation hearing held on November 13, 1996.
2.4 Certificate of Reorganization and Certificate of
Amended and Restated Articles of Incorporation of
the reorganized Applicant, dated November 29,
1996.
2.5 Management Contracts, dated November 29, 1996.
2.6 Eagle-Picher Industries, Inc. Personal Injury
Settlement Trust Agreement, dated November 29,
1996.
2.7 Order on Confirmation of Plan, entered November
18, 1996.
2.8 Findings of Fact and Conclusions of Law Re
Confirmation of the Third Amended Consolidated Plan
of Reorganization of the Debtors, as Modified,
entered November 18, 1996.
99.0 Disclosure Statement for Third Amended Consolidated
Plan of Reorganization, dated August 28, 1996
(including the appendices and exhibits attached
thereto) (incorporated by reference to Exhibit T3E.1
to the Company's Form T-3 dated November 8, 1996).
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