8-K 1 g69224e8-k.txt CMI INDUSTRIES, INC. 1 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 COMMISSION FILE NUMBER 33-67854 -------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 7, 2001 ----------- CMI INDUSTRIES, INC. -------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 57-0836097 ------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1301 GERVAIS STREET, SUITE 700, COLUMBIA, SOUTH CAROLINA 29201 -------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (803) 771-4434 -------------- NOT APPLICABLE -------------------------------------------------------------------------------- (FORMER NAME, FORMER ADDRESS AND FORMAL FISCAL YEAR, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. Filing of Involuntary Bankruptcy Proceeding On May 7, 2001, CMI Industries, Inc. (the "Company") announced that an involuntary petition was filed against the Company under the Bankruptcy Code by certain holders of the Company's 9 1/2% Senior Subordinated Notes due 2003. Under the bankruptcy laws, the Company has full authority to continue to operate its business and to carry out its other business plans without court supervision unless and until a court hearing is resolved adverse to the Company. The Company also announced it intends to vigorously seek the dismissal of the unwarranted lawsuit if it is not first dismissed by the petitioning bondholders. On May 8, 2001, the Company announced that it filed a motion in the United States Bankruptcy Court for the District of Delaware requesting dismissal of the involuntary petition filed against it by those certain bondholders of the Company's 9 1/2% Senior Subordinated Notes due 2003. The motion states that the involuntary petition should be dismissed because the Indenture which sets forth the rights between the parties prohibits the petitioning creditors from filing an involuntary petition against the Company. Additionally, the Company argues in the motion that the petitioning creditors have filed the involuntary petition in bad faith, their claims being subject to a bona fide dispute making the claims ineligible for an involuntary petition filing. In addition, the Company and its senior secured bank lender filed an emergency motion in the Bankruptcy Court seeking declaratory relief that the Company may continue to utilize the borrowing capacity that, but for the bondholder's action, the Company would enjoy under its existing senior secured bank facility. Ceasing Production of Woven Greige Fabrics in Clinton, South Carolina and Plant Closing The Company recently announced that it will no longer produce woven greige fabrics made of spun yarn and will close its remaining greige fabrics operations in Clinton, South Carolina located at its Vance Complex. In deciding to cease producing woven greige fabrics and shut down its Vance Complex, the Company cited continuing competition from imported textile goods and a general softness in the textile industry. The closure of the Vance Complex is estimated to occur gradually over the next few months and is expected to close completely on or about July 8, 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) and (b) not applicable. (c) Exhibits. 99.1 Press Release issued by CMI Industries, Inc. dated May 7, 2001. 99.2 Press Release issued by CMI Industries, Inc. dated May 8, 2001. 99.3 Press Release issued by CMI Industries, Inc. dated May 9, 2001. -2- 3 SIGNATURES 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. CMI INDUSTRIES, INC. Date: May 10, 2001 By: /s/ JAMES A. OVENDEN ----------------------- James A. Ovenden Senior Vice President and Chief Financial Officer -3-

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

Commission file number 33-67854

Date of Report (Date of earliest event reported) December 4, 2000

CMI INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		57-0836097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1301 Gervais Street, Suite 700, Columbia, South Carolina 29201

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (803) 771-4434

NOT APPLICABLE

(Former name, former address and formal fiscal year, if changed since last report)

Item 5. Other Events.

Plant Closings

CMI Industries, Inc. (the “Company”) recently announced that it is shutting down two of its textile manufacturing facilities – the Geneva Plants located in Geneva, Alabama and the Bailey Plant located in Clinton, South Carolina.

In deciding to shut down its Geneva Plants, the Company cited continuing competition from imported textile goods and a general softness in the textile industry. The closure of the Geneva Plants, which began operations in 1977, is scheduled to be completed by February 5, 2001, which will eliminate approximately 340,200 square feet of manufacturing space and 69,500 square feet of warehouse and office space.

The Company is consolidating its Bailey Plant operations with its Vance Complex which is also located in Clinton, South Carolina. The Company cited that closing the Bailey Plant and relocating certain equipment to its Vance Complex is designed to eliminate process duplication and strengthen the Company’s ability to compete with the continuing increase of imported textile goods. The consolidation will provide the Vance Complex with the manufacturing flexibility to respond to market needs and improve operating schedules. The Vance Complex will be a completely vertically integrated manufacturing complex with expanded capabilities to produce a wider range of yarns and fabrics for the markets serviced by the Company. The Company will begin relocating equipment from the Bailey Plant to the Vance Complex immediately and expects to fully shut down the Bailey Plant operations by April 1, 2001, which will eliminate approximately 224,100 square feet of manufacturing space and 53,100 square feet of warehouse and office space.

Charges Due To Plant Closings

The Company anticipates reporting a $5.0 million charge in the fourth quarter of 2000 associated with closing the Geneva and Bailey facilities. The charge will consist of a $4.3 million non-cash charge associated with asset writeoffs and the disposal of equipment and the two closed facilities. Additionally, the charge will include approximately $0.7 million in severance and benefit costs for the approximately 350 associates impacted by the plant closures. In addition to the $5.0 million charge, the Company expects to incur run-out expenses related to plant closings of $1.4 million. These expenses will be charged to operations as incurred primarily in the March Quarter 2001 and continuing to a lesser extent in the June Quarter 2001.

Amendment of Credit Facility

The lenders of the Company’s secured revolving credit facility waived compliance by the Company for the fiscal year ended December 30, 2000 of certain financial covenants of the Amended and Restated Loan and Security Agreement dated as of May 28, 1999 (the “Facility”). Specifically, the lenders waived compliance of (1) the requirement that the Company’s ratio of EBITDA to interest on the last day of fiscal year 2000 equal or exceed 1.2 to 1; (2) the

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requirement that the Company’s consolidated net worth (in addition to certain other charges and payments) equal or exceed $30 million; and (3) the requirement that the Company’s fixed charge coverage ratio on the last day of fiscal year 2000 equal or exceed 1.0 to 1. As of February 1, 2001, the Company had no outstanding loan balance under the Facility.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) and (b) not applicable. (c) Exhibits.

99.1		Press Release issued by CMI Industries, Inc. dated December 4, 2000.
99.2		Press Release issued by CMI Industries, Inc. dated February 2, 2001.

SIGNATURES

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.

		CMI INDUSTRIES, INC.
Date:	February 6, 2001	By:	/s/ James A. Ovenden
			James A. Ovenden Senior Vice President and Chief Financial Officer

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