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
April 5, 2007
Date of report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
ALTRA INDUSTRIAL MOTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
Delaware
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001-33209
333-124944
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61-1478870
30-0283143 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 14 Hayward Street, Quincy, Massachusetts
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02171 |
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| (Address of principal executive offices)
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(Zip Code) |
(617) 328-3300
(Registrant’s telephone number, including area code)
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 (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the financing of the tender offer to acquire
all outstanding shares of common stock of TB Wood’s Corporation (“TB Wood’s”) and the back-end merger
to acquire all shares of TB Wood’s not tendered in the tender offer, Altra Holdings, Inc. (“Altra Holdings”)
and Altra Industrial Motion, Inc. (“Altra Industrial”) entered into the following related transactions:
Amendment To The Existing Indentures
On April 5, 2007, Altra Industrial, the guarantors party
thereto and the trustee thereunder entered into a supplemental indenture (the “Fifth Supplemental
Indenture”), to include TB Wood’s, TB Wood’s Incorporated, TB Wood’s
Enterprises, Inc. and Plant Engineering Consultants, LLC as guarantors under the Indenture
governing Altra Industrial’s 9% senior secured notes due 2011 (the “Senior Secured Notes”), dated
as of November 30, 2004, among Altra Industrial, the guarantors party thereto and the trustee
thereunder.
On April 5, 2007, Altra Industrial, the guarantors party thereto and the trustee thereunder entered
into a supplemental indenture (the “Third Supplemental Indenture”), to include TB Wood’s, TB Wood’s Incorporated, TB Wood’s Enterprises, Inc. and Plant Engineering Consultants,
LLC as guarantors under the Indenture governing Altra Industrial’s 11 1/4% senior notes due 2013, dated as of February 8, 2006, among Altra Industrial, the guarantors party
thereto and the trustee thereunder.
A copy of each of the Fifth Supplemental Indenture and Third Supplemental Indenture is attached as
Exhibit 4.1 and Exhibit 4.2, respectively, to this Form 8-K and is hereby incorporated by
reference.
Registration Rights Agreement
On April 5, 2007, Altra Industrial and the initial purchaser of Altra Industrial’s Senior Secured
Notes entered into a Registration Rights Agreement (the “Registration Rights Agreement”) regarding
the Senior Secured Notes pursuant to which Altra Industrial agreed to file an exchange offer
registration statement with the Securities and Exchange Commission for the purpose of exchanging
the Senior Secured Notes for Senior Secured Notes with substantially identical terms that may be
publicly traded. In addition, under certain circumstances, the Registration Rights Agreement
requires Altra Industrial to file a shelf registration statement that would permit some or all of the
Senior Secured Notes to be offered to the public. If Altra Industrial fails to comply with its
obligations under the Registration Rights Agreement within the time periods set forth therein, Altra Industrial will be obligated to pay additional interest to the holders of the Senior Secured Notes.
Altra Credit Facility
On April 5, 2007, Altra Industrial entered into a Fifth Amendment to, and Consent and Waiver under,
Credit Agreement and Joinder to Loan Documents to amend the Credit Agreement, dated as of November
30, 2004, by and among Altra Industrial, as administrative borrower, each of its subsidiaries
identified on the signature pages thereto, as borrowers, the lenders from time to time party
thereto, and Wells Fargo Foothill, Inc., as the arranger and administrative agent for the lenders,
in order to include TB Wood’s, TB Wood’s Incorporated, Plant Engineering Consultants, LLC, and TB
Wood’s Enterprises, Inc. as new loan parties under the agreement.
TBW Credit Facility
On
April 5, 2007, TB Wood’s, a wholly-owned subsidiary of Altra Industrial, entered into a Credit
Agreement by and among TB Wood’s, TB Wood’s Incorporated, Plant Engineering Consultants, LLC, and
TB Wood’s Enterprises, Inc., the financial institutions which are now or which hereafter become a
party hereto, as lenders, and Wells Fargo Foothill, Inc., as arranger and administrative agent.
Item 3.03 Material Modification To Rights Of Security Holders.
The section “Amendment to the Existing Indentures” in Item 1.01 above is incorporated by reference
herein as if stated in its entirety under this Item 3.03.