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): May 5, 2004
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 7. Exhibits
Press release, dated May 5, 2004.
Item 9. Regulation FD Disclosure.
On May 5, 2004, Better Minerals & Aggregates Company issued a press release
announcing a tender offer and consent solicitation. A copy of such press release
is attached hereto as Exhibit 99.1.
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: May 5, 2004 By: /s/ Gary E. Bockrath
--------------------------------
Name: Gary E. Bockrath
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description Page
99.1 Press release, dated May 5, 2004.
EXHIBIT 99.1
Better Minerals & Aggregates Company
Commences Tender Offer and Consent Solicitation
BERKELEY SPRINGS, WV, MAY 5, 2004--Better Minerals & Aggregates Company (BMAC)
today announced that it has commenced a cash tender offer for any and all of the
$150 million outstanding principal amount of its 13% Senior Subordinated Notes
due 2009 (CUSIP No. 087714 AC 5) and a consent solicitation to amend the related
note indenture. The consent solicitation will seek consents from holders of the
notes to eliminate substantially all of the restrictive covenants under the note
indenture.
The tender offer and consent solicitation are subject to the terms and
conditions set forth in the Company's Offer to Purchase and Consent Solicitation
Statement dated May 4, 2004. The tender offer will expire at 12:00 midnight, New
York City time, on June 1, 2004, unless extended or earlier terminated. The
consent solicitation will expire at 5:00 p.m., New York City time, on May 17,
2004, unless extended or earlier terminated.
The total consideration offered in the tender offer and consent solicitation
will be $800 per $1,000 principal amount of the notes plus accrued and unpaid
interest to the payment date of approximately $4 million assuming all holders of
the outstanding notes elect to tender. The total consideration includes a
consent payment of $10 per $1,000 principal amount of the notes payable only to
noteholders tendering their notes and providing their consents on or prior to
May 17, 2004, unless extended. BMAC will use the proceeds of borrowings under a
new $125 million senior secured credit facility and, to the extent necessary,
the proceeds of available borrowings under its existing $30 million revolving
credit agreement to finance the tender offer and consent solicitation and
related fees. Holders who tender their notes after the consent solicitation
expiration date will not be entitled to receive the consent payment.
The tender offer and consent solicitation are subject to several conditions,
including the closing of the new senior secured credit facility, an amendment to
BMAC's existing revolving credit agreement, the tender of, and the receipt of
consents from holders of, a majority in aggregate principal amount of the notes
and other customary conditions. BMAC may amend, extend or terminate the tender
offer and consent solicitation at its sole discretion.
The dealer manager for the tender offer and solicitation agent for the consent
solicitation is Jefferies & Company, Inc.
This press release is neither an offer to purchase the notes nor a solicitation
of an offer to sell the notes. The tender offer and consent solicitation are
being made only pursuant to the tender offer and consent solicitation materials.
BMAC mines, processes and markets industrial minerals, principally industrial
silica, in the eastern and midwestern United States.