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The following is a summary of debt obligations at December
31 (in millions):
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In April 2002, the Company issued $150 million of 8 1/8 percent
senior subordinated notes (“8 1/8 percent Notes”).
The 8 1/8 percent Notes were issued at par, mature on May 1,
2012 and pay interest semiannually in arrears on May 1 and November
1 of each year. The 8 1/8 percent Notes are unsecured senior
subordinated obligations of the Company, subordinated in right
of payment to all existing and future senior indebtedness and
rank pari passu in light of payment with all other
existing and future senior subordinated indebtedness of the
Company. The 8 1/8 percent Notes are redeemable at the option
of the Company at any time after May 1, 2007 at an initial redemption
price of 104.1 percent, declining ratably to par on or after
May 1, 2010. In addition, the Company may redeem up to 40 percent
of the aggregate principal of the 8 1/8 percent Notes at any
time on or prior to May 1, 2005 upon receipt of proceeds from
an Equity Offering (as defined in the Indenture under which
the 8 1/8 percent Notes are issued) at a redemption price of
108.1 percent, provided that at least 60 percent of the original
principal amount of the 8 1/8 percent Notes remains outstanding
after such redemption. Upon a Change of Control Triggering Event
(as defined in the Indenture under which the 8 1/8 percent Notes
are issued), the Company will be required to make an offer to
purchase all outstanding 8 1/8 percent Notes at 101 percent
of the outstanding principal amount, together with accrued and
unpaid interest, if any, to the date of purchase.
The Indenture under which the 8 1/8 percent Notes are issued
contains covenants that restrict, among other things, the ability
of the Company and its subsidiaries to (i) incur additional
indebtedness, (ii) pay dividends or make certain other restricted
payments, (iii) merge or consolidate with any other person,
and (iv) make minority investments, and contains other various
covenants that are customary for transactions of this type.
On January 21, and November 20, 1998, the Company issued $400
million and $200 million, respectively, of 9 percent senior
subordinated notes (“9 percent Notes”). The 9 percent
Notes issued in January were issued at par while the 9 percent
Notes issued in November were issued net of an approximate $7
million discount. The 9 percent Notes will mature on February
1, 2008, with interest payable semiannually in arrears on February
1 and August 1 of each year. The 9 percent Notes are unsecured
senior subordinated obligations of the Company, subordinated
in right of payment to all existing and future senior indebtedness
and rank pari passu in light of payment with all other
existing and future senior subordinated indebtedness of the
Company. The 9 percent Notes are redeemable at the option of
the Company at any time after February 1, 2003 at an initial
redemption price of 104.5 percent, declining ratably to par
on or after February 1, 2006. Upon a Change of Control Triggering
Event (as defined in the Indenture under which the 9 percent
Notes are issued), the Company will be required to make an offer
to purchase all outstanding 9 percent Notes at 101 percent of
the outstanding principal amount, together with accrued and
unpaid interest, if any, to the date of purchase.
The Indenture under which the 9 percent Notes are issued contains
covenants that restrict, among other things, the ability of
the Company and its subsidiaries to (i) incur additional indebtedness,
(ii) pay dividends or make certain other restricted payments,
(iii) merge or consolidate with any other person, and (iv) make
minority investments, and contains other various covenants that
are customary for transactions of this type.
The Company also has outstanding $150.0 million aggregate principal
amount of 7 1/8 percent Notes due December 15, 2005, which were
sold on December 18, 1995 at a price to the public equal to
99.184 percent of principal bringing the effective interest
rate to 7.5 percent.
Other debt outstanding at December 31, 2002 totaled $50.0 million,
of which $26.1 million is long-term in nature. This debt matures
as follows: $5.7 million in 2004, $1.8 million in 2005, $3.9
million in 2006, $0.8 million in 2007 and $13.9 million thereafter.
The Company’s $175 million revolving credit facility (the
“Credit Facility”) contains covenants of the Company
and the subsidiary borrowers, including, without limitation,
certain financial covenants and restrictions on (i) indebtedness,
(ii) the sale of assets, (iii) mergers, acquisitions and other
business combinations, (iv) minority investments, and (v) the
payment of cash dividends to shareholders. The financial covenants
include requirements to maintain certain levels of interest
coverage, debt to earnings before interest, taxes, depreciation
and amortization and a limit on capital expenditures. The Company
is in compliance with all covenants at December 31, 2002.
Obligations of Fisher and the subsidiary borrowers under the
Credit Facility are secured by substantially all assets of the
Company and its material domestic subsidiaries. Obligations
of Fisher and the subsidiary borrowers are further guaranteed
by Fisher and each material domestic subsidiary of Fisher. |
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