UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 31, 2003
Better Minerals & Aggregates Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-32518 55-0749125
(Commission File Number) (IRS Employer Identification No.)
Route 522 North, P.O. Box 187
Berkeley Springs, West Virginia 25411
(Address of principal executive offices, including zip code)
(304) 258-2500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 9 (Regulation FD Disclosure) and Item 12 (Results of Operations and
Financial Condition).
On March 31, 2003, Better Minerals & Aggregates Company (the
"Registrant") filed a Form 12b-25 (Notification of Late Filing) with the
Securities and Exchange Commission (the "Commission") requesting an extension to
file its Annual Report on Form 10-K for the year ended December 31, 2002. Such
Form 12b-25, which is available on the Commission web's site located at
www.sec.gov., contains the following disclosure with respect to the principal
reasons for the extension and related matters:
"The Registrant requests an extension of time to file its Annual Report on Form
10-K for the year ended December 31, 2002 for three principal reasons. First,
the Registrant's subsidiary, U.S. Silica Company, experienced a sudden and
dramatic increase in the number of third-party product liability claims asserted
against it in the fourth quarter of 2002 and it undertook an independent
actuarial study to estimate the potential future cost impact to it and the
Registrant from this unexpected development, the results of which were only
recently received and are still under review by the Registrant. Second, the
Registrant is undergoing a process to sell its aggregates subsidiaries, and the
negotiations are ongoing. Third, on March 13, 2003, the Registrant completed an
amendment to its senior credit agreement, which waived through June 30, 2003 the
Registrant's non-compliance with certain financial ratio covenants and permitted
it to borrow an additional $15 million of term C senior debt secured by a second
lien on the assets secured by the credit agreement. Discussions are continuing
between the Registrant and its senior lenders to provide for additional
financial ratio covenant changes. If those changes are not received, it would
result in an opinion from our auditors on the 2002 audited financial statements
stating these matters raise substantial doubt that the Registrant will be able
to continue as a going concern. These three factors all impact the final
reported results for 2002, as noted in Part IV, Item 3, and need to be resolved
before the Registrant's Annual Report on Form 10-K can be filed.
The increased number of third-party product liability claims filed against the
Registrant in 2002 will result in a significant increase in the accrued costs
for these claims, and, based on the actuarial study referred to above, will
result in the Registrant recording a non-current liability for these future
costs, that is only partially offset by a non-current asset representing the
estimated insurance and indemnity recoveries available to the Registrant.
Additionally, the representative bids for the purchase of the Registrant's
subsidiaries that are being offered for sale are significantly less than the
carrying value of those subsidiaries and the Registrant will be recording an
impairment loss reflecting current market value regardless of whether or not any
sale is completed."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Better Minerals & Aggregates Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Better Minerals & Aggregates Company
Date: March 31, 2003 By: /s/ Gary E. Bockrath
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Name: Gary E. Bockrath
Title: Vice President and
Chief Financial Officer