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 At of 1934
Date of report (Date of earliest event reported):
November 8, 2005
NORTH ATLANTIC HOLDING COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-115587 20-0709285
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(Commission File Number) (IRS Employer Identification No.)
257 Park Avenue South
New York, New York 10010-7304
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(Address of Principal Executive Offices) (Zip Code)
(212) 253-8185
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously reported, North Atlantic Holding Company, Inc. ("NAHC")
has entered into a Financing Agreement, dated as of June 16, 2005, by and among
North Atlantic Trading Company, Inc., North Atlantic Operating Company, Inc.,
National Tobacco Company, L.P., National Tobacco Finance Corporation, North
Atlantic Cigarette Company, Inc., Stoker, Inc., RBJ Sales, Inc. and Fred Stoker
& Sons, Inc., as borrowers (collectively, the "Borrowers"), NAHC, as guarantor
(the "Guarantor"), the financial institutions from time to time party thereto as
lenders (collectively, the "Lenders"), and Fortress Credit Corp., as agent for
the Lenders (the "Agent") (the "Financing Agreement"), pursuant to which the
Lenders have extended credit to the Borrowers consisting of (a) a term loan in
the aggregate principal amount of $30,000,000 and (b) a revolving credit
facility in an aggregate principal amount not to exceed $55,000,000 at any time
outstanding.
On November 8, 2005, NAHC entered into the First Amendment to the
Financing Agreement (the "First Amendment"), by and among the Borrowers, the
Guarantor, the Lenders and the Agent. Prior to the First Amendment, the
Financing Agreement had provided for a mandatory prepayment of the revolving
credit facility by the Borrowers in the event that the cash and cash equivalents
of the Borrowers and the Guarantor and their subsidiaries exceeded $2,000,000 at
any time, such prepayment to be in the amount of such excess. The First
Amendment increases this $2,000,000 threshold to $4,000,000. The First Amendment
also clarifies the original intention of the parties that the Consolidated
EBITDAR covenant level for the four quarters ending December 31, 2009 also apply
to all quarters ending after December 31, 2009.
The foregoing summary of certain terms of the First Amendment is
qualified in its entirety by the complete text of the First Amendment, which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
10.1 First Amendment to Financing Agreement, dated as of November
8, 2005, by and among North Atlantic Trading Company, Inc.,
North Atlantic Operating Company, Inc., National Tobacco
Company, L.P., National Tobacco Finance Corporation, North
Atlantic Cigarette Company, Inc., Stoker, Inc., RBJ Sales,
Inc. and Fred Stoker & Sons, Inc., as Borrowers, North
Atlantic Holding Company, Inc., as Guarantor, the financial
institutions party thereto as Lenders, and Fortress Credit
Corp., as Agent for the Lenders.
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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.
NORTH ATLANTIC HOLDING COMPANY, INC.
By: /s/ Douglas P. Rosefsky
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Name: Douglas P. Rosefsky
Title: President
Date: November 14, 2005
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EXHIBIT INDEX
No. Description
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10.1 First Amendment to Financing Agreement, dated as of November
8, 2005, by and among North Atlantic Trading Company, Inc.,
North Atlantic Operating Company, Inc., National Tobacco
Company, L.P., National Tobacco Finance Corporation, North
Atlantic Cigarette Company, Inc., Stoker, Inc., RBJ Sales,
Inc. and Fred Stoker & Sons, Inc., as Borrowers, North
Atlantic Holding Company, Inc., as Guarantor, the financial
institutions party thereto as Lenders, and Fortress Credit
Corp., as Agent for the Lenders.
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