UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2005 (April 7, 2005)
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ONEIDA LTD.
(Exact name of registrant as specified in its charter)
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New York 1-5452 15-0405700
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
163-181 Kenwood Avenue, Oneida, New York 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 361-3000
Not Applicable
(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 Instructions 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
(a) On April 7, 2005, Oneida Ltd. (the "Company"), JP Morgan
Chase Bank and the various lenders named in the Credit Agreement (the "Lenders")
entered into a Consent Waiver and Amendment No. 3 ("Amendment No. 3") to the
Second Amended and Restated Credit Agreement dated as of August 9, 2004, as
amended (the "Credit Agreement"). Amendment No. 3 revises various of the Credit
Agreement's financial covenants, provides the Lenders' consent to the Company's
sale of certain assets and to modification of certain Company insurance coverage
and authorizes the release of certain proceeds of sale to the Company.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On March 8, 2005 the Company announced that it was considering closing
its foodservice distribution center located in Buffalo, New York. This proposal
came as part of a multi-year project the Company began in 2004 to reevaluate and
restructure its supply chain with the goals of improving efficiency and service
levels, and reducing costs.
On April 8, 2005 the Company made the decision to close its foodservice
distribution center located in Buffalo, New York, as previously outlined in its
March 8, 2005 proposal. Following the closure, the Company will distribute its
foodservice products from its existing Sherrill, New York, Miami, Florida and
Chino, California distribution facilities. It is anticipated that the Buffalo,
New York distribution center will cease operation near the end of the second
quarter of the Company's fiscal year ended January 2006.
In conjunction with the Buffalo, New York distribution center closure
the Company has determined that it will incur cash costs of approximately
$1,200,000 related to severance, incentive and retention payments to employees;
approximately $200,000 related to relocating inventory from Buffalo, New York to
its existing Sherrill, New York, Miami, Florida and Chino, California
distribution facilities; and approximately $1,650,000 related to the termination
of existing real and personal property leases utilized by the Buffalo, New York
distribution facility.
As also described in Item 2.06, below, the Company will incur a
non-cash asset impairment charge of approximately $3.3 million dollars during
its fiscal quarter ended January 29, 2005 in connection with the closure of the
Buffalo, New York distribution center.
ITEM 2.06. MATERIAL IMPAIRMENTS.
On March 8, 2005 the Company announced that it was considering closing
its foodservice distribution center located in Buffalo, New York. This proposal
came as part of a multi-year project the Company began in 2004 to reevaluate and
restructure its supply chain with the goals of improving efficiency and service
levels, and reducing costs.
On April 8, 2005 the Company made the decision to close its foodservice
distribution center located in Buffalo, New York, as previously outlined in its
March 8, 2005 proposal. Following the closure, the Company will distribute its
foodservice products from its existing Sherrill, New York, Miami, Florida and
Chino, California distribution facilities. It is anticipated that the Buffalo,
New York distribution center will cease operation near the end of the second
quarter of the Company's fiscal year ended January 2006.
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In conjunction with the Buffalo, New York distribution center closure,
the Company will incur a non-cash asset impairment charge of approximately $3.3
million dollars during its fiscal quarter ended January 29, 2005.
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 10.1 Consent, Waiver and Amendment No. 3 to the Second
Amended and Restated Credit Agreement dated as of
August 9, 2004, between Oneida Ltd., JP Morgan Chase
Bank and the various lenders named in the Agreement.
The Consent, Waiver and Amendment No. 3 is dated as
of April 7, 2005.
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.
ONEIDA LTD.
By: /s/ ANDREW G. CHURCH
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Andrew G. Church
Senior Vice President &
Chief Financial Officer
Dated: April 12, 2005
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