SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 1997
DREW INDUSTRIES INCORPORATED
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Delaware 0-13646 13-3250533
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Mamaroneck Avenue, White Plains, New York 10601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 428-9098
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(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On May 15, 1997, Registrant's wholly-owned subsidiaries, Kinro, Inc. and
Shoals Supply, Inc. (the "Borrowers") entered into a Credit Agreement (the
"Credit Agreement") with The Chase Manhattan Bank, as Administrative Agent (the
"Agent") and The Chase Manhattan Bank ("Chase"), Keybank National Association,
The Sumitomo Bank, Limited, and European American Bank (collectively, the
"Lenders"). The Borrowers' existing obligations to Chase under the Amended and
Restated Credit Agreement, dated September 30, 1996 (the "Existing Agreement"),
between Chase and the Borrowers were repaid in full.
The $60,000,000 financing facility made available to the Borrowers by the
Lenders consists of a $21,000,000 term loan, and a $39,000,000 revolving credit
commitment. Repayment of the Borrowers' obligations under the Credit Agreement
is guaranteed by the Registrant and all other active direct and indirect
subsidiaries of the Registrant (collectively, the "Credit Parties"). Repayment
of the obligations is secured by substantially all of the assets of the
Borrowers and the Credit Parties.
Loans made by the Lenders may be either ABR Loans or Eurodollar Loans, as
defined in the Credit Agreement. Depending on whether Borrowers meet certain
criteria set forth in the Credit Agreement, ABR Loans shall bear interest at
either the Alternate Base Rate or the Alternate Base Rate plus .25%, and
Eurodollar
Loans shall bear interest at either the Adjusted LIBO Rate plus 1.00% or the
Adjusted LIBO Rate, plus 1.50% (as each such term is defined in the Credit
Agreement). Certain fees are also payable by the Borrower to the Lenders as set
forth in the Credit Agreement. Pursuant to the Credit Agreement, the Registrant,
the Borrowers and the Credit Parties are required to satisfy certain affirmative
and negative covenants, including but not limited to, maintaining certain
minimum or maximum levels of capital expenditures, working capital, tangible net
worth, debt to tangible net worth, consolidated debt service coverage and
certain other criteria of financial condition, as described in the Credit
Agreement.
Pursuant to the Credit Agreement, the Registrant, the Borrowers and the
Credit Parties are required to satisfy certain affirmative and negative
covenants, including but not limited to, maintaining certain minimum or maximum
levels of capital expenditures, working capital, tangible net worth, debt to
tangible net worth, consolidated debt service coverage and certain other
criteria of financial condition, as described in the Credit Agreement.
Of the $26.2 million borrowed at closing, approximately $21.1 million was
used to repay a short term note, plus interest, issued to Edward W. Rose, III,
Chairman of Registrant, in connection with Registrant's purchase of 1.6 million
shares of Registrant's Common Stock owned by Mr. Rose, and $5.1 million was used
to repay the existing obligations to Chase under the Existing Agreement. The
balance available for borrowing under the Credit Agreement will be used for
working capital and acquisitions.
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ITEM 7. Financial Statements Pro Forma Financial Information and Exhibits.
(1) Credit Agreement, dated as of May 15, 1997, by and among Kinro, Inc.,
Shoals Supply, Inc., the Lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent.
(2) Company Guarantee Agreement, dated as of May 15, 1997, by Drew
Industries Incorporated with and in favor of The Chase Manhattan Bank, as Agent.
(3) Subsidiary Guaranty Agreement, dated as of May 15, 1997, made by Kinro
Manufacturing, Inc., Kinro Holding, Inc., Shoals Holding, Inc., Kinro Texas
Limited Partnership, Kinro Tennessee Limited Partnership, Shoals Supply Texas
Limited Partnership and Shoals Supply Tennessee Limited Partnership with and in
favor of The Chase Manhattan Bank, as Agent.
(4) Subordination Agreement, dated as of May 15, 1997, among Drew
Industries Incorporated, Kinro, Inc., Shoals Supply, Inc., Kinro Manufacturing,
Inc., Kinro Holding, Inc., Shoals Holding, Inc., Kinro Texas Limited
Partnership, Kinro Tennessee Limited Partnership, Shoals Supply Texas Limited
Partnership and Shoals Supply Tennessee Limited Partnership with and in favor of
The Chase Manhattan Bank, as Agent.
(5) Security Agreement, dated as of May 15, 1997, among Kinro, Inc.,
Shoals Supply, Inc., Kinro Manufacturing, Inc., Kinro Holding, Inc., Shoals
Holding, Inc., Kinro Texas Limited Partnership, Kinro Tennessee Limited
Partnership, Shoals Supply
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Texas Limited Partnership and Shoals Supply Tennessee Limited Partnership and
The Chase Manhattan Bank, as Agent.
(6) Pledge and Security Agreement, dated as of May 15, 1997, by Drew
Industries Incorporated, Kinro, Inc., Shoals Supply, Inc., Kinro Holding, Inc.,
Shoals Holding, Inc. and Kinro Manufacturing, Inc. in favor of The Chase
Manhattan Bank, as Collateral Agent.
(7) Supplemental Security Agreement, dated as of May 15, 1997, among
Kinro, Inc., Shoals Supply, Inc., Kinro Manufacturing, Inc., Kinro Holding,
Inc., Shoals Holding, Inc., Kinro Texas Limited Partnership, Kinro Tennessee
Limited Partnership, Shoals Supply Texas Limited Partnership and Shoals Supply
Tennessee Limited Partnership and Texas Commerce Bank National Association as
Agent.
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
DREW INDUSTRIES INCORPORATED
(Registrant)
By:
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Leigh J. Abrams
President and
Chief Executive Officer
Dated: May 15, 1997
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