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) March 29, 2001
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AMERIPATH, 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)
000-22313 65-0642485
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(Commission File Number) (IRS Employer Identification No.)
7289 Garden Road
Suite 200
Riviera Beach, Florida 33404
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 845-1850
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
AMENDMENT TO CREDIT FACILITY; MERGER-RELATED CHARGES
In the AmeriPath, Inc. (the "Company") Annual Report on Form 10-K for
the year ended December 31, 2000, the Company disclosed that there was the
potential of $5.4 million of charges in excess of the $17.5 million already
allowed in Amendment No. 2 to the Company's Credit Facility. This is the result
of the formalization of the Inform DX integration plans, and is expected to
result in further synergies. These additional charges could have caused the
Company to be in technical default of one or more of its covenants under its
Credit Facility at the end of the first quarter of 2001.
On March 29, 2001, the Company and its lenders executed an amendment to
the Credit Facility ("Amendment No. 3"), which excludes an additional $5.4
million, or $28.3 million in total for all three amendments to the Credit
Facility, of charges from its covenant calculations. In addition, Amendment No.
3 (i) increased the Company's borrowing rate by 37.5 basis points; (ii) requires
the Company to use a minimum of 30% equity for all acquisitions; (iii) requires
the Company to use no more than 20% of consideration for acquisitions in the
form of contingent notes; and (iv) requires lender approval of all acquisitions
with a purchase price greater than $10 million. The Company will also be
required to pay an amendment fee of up to 30 basis points to those lenders which
consented to the amendment. The maximum amount of the amendment fee would be
$700,000.
This description is not complete and is qualified in its entirety by
reference to Amendment No. 3, dated March 29, 2001, to the Amended and Restated
Credit Agreement dated as of December 16, 1999, among AmeriPath, Inc., certain
of its subsidiaries, Fleet National Bank (formerly BankBoston N.A.) and certain
other lenders attached as Exhibit 10.47 and the Press Release attached as
Exhibit 99.1 hereto, which Exhibit is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financials and Exhibits
(c) Exhibits
Exhibit Number Description
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10.47 Amendment No. 3, dated March 29, 2001, to the Amended and
Restated Credit Agreement dated as of December 16, 1999, among
AmeriPath, Inc., certain of its subsidiaries, Fleet National
Bank (formerly BankBoston N.A.) and certain other lenders
99.1 Press release, dated April 5, 2001, announcing that the
Company has amended its credit facility with the syndicate of
banks led by Fleet National Bank.
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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 thereunto duly authorized.
AMERIPATH, INC.
Dated: April 6, 2001 By: /s/ Gregory A. Marsh
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Gregory A. Marsh
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description
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10.47 Amendment No. 3, dated March 29, 2001, to the Amended and
Restated Credit Agreement dated as of December 16, 1999, among
AmeriPath, Inc., certain of its subsidiaries, Fleet National
Bank (formerly BankBoston N.A.) and certain other lenders
99.1 Press release, dated April 5, 2001, announcing that the
Company has amended its credit facility with the syndicate of
banks led by Fleet National Bank.
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