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 ACT OF 1934
Date of report (Date of earliest event reported):
March 20, 2007
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.)
3029 West Muhammad Ali Boulevard
Louisville, Kentucky 40212
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(Address of Principal Executive Offices) (Zip Code)
(502) 778-4421
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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 8.01 OTHER EVENTS.
On October 1, 2006, North Atlantic Trading Company, Inc. ("NATC") and
North Atlantic Holding Company, Inc., the corporate parent of NATC ("NAHC," and,
together with NATC, the "Companies"), retained Lazard Freres & Co. LLC
("Lazard") as the Companies' financial advisor to assist the Companies in
exploring and evaluating potential alternatives relating to a financial
recapitalization of the Companies. In consultation with Lazard, the Companies
considered various recapitalization alternatives, including an exchange (the
"Exchange Transaction") of NAHC's outstanding 12.25% Senior Discount Notes due
2014 (the "HoldCo Notes"), which were issued pursuant to that certain Indenture,
dated as of February 17, 2004, between NAHC and Wells Fargo Bank Minnesota,
National Association, a national banking association ("Wells Fargo"), as
Indenture Trustee, and a majority of NATC's outstanding 9.25% Senior Notes due
2012 (the "OpCo Notes"), which were issued pursuant to that certain Indenture,
dated as of February 17, 2004, among NATC, the guarantors listed on the
signature pages thereto and Wells Fargo, as Indenture Trustee, for new second
lien secured notes of NATC (the "Second Lien Notes").
The Companies, with the assistance of Lazard, have held discussions with
various holders of HoldCo Notes and OpCo Notes regarding the Exchange
Transaction. The Exchange Transaction would be offered to holders of a majority
and up to 100% of the outstanding HoldCo Notes and to certain holders of a
majority and up to 55% of the OpCo Notes. As of the date of this filing, holders
of a majority of the aggregate amount outstanding of the HoldCo Notes and a
significant minority amount of the aggregate amount outstanding of the OpCo
Notes have entered into written agreements in principle to participate in the
Exchange Transaction on substantially the terms set forth in the Indicative
Summary of Terms and Conditions (the "Term Sheet"), which is attached hereto as
Exhibit 99.1. However, there can be no assurance that this process will result
in a definitive transaction, or as to the final terms thereof, or any other
recapitalization transaction by the Companies.
The foregoing discussion of the Term Sheet is qualified in its entirety by
reference to the full text of the Term Sheet, which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Any offering or issuance of the Second Lien Notes will not be and have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration under, or an applicable
exemption from the registration requirements of, such Act.
The Companies caution the reader that certain statements contained in this
Current Report on Form 8-K are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and other important factors. The Companies' actual future results,
performance or achievement of results may differ materially from any such
results, performance or achievement implied by these statements. Among the
factors that could affect the Companies' actual results and could cause results
to differ from those anticipated in the forward-looking statements contained
herein is the Companies' ability to comply with certain financial covenants
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contained in its Financing Agreement, its ability to implement its business
strategy successfully, which may be dependent on business, financial and other
factors beyond the Companies' control, including, among others, federal, state
and/or local regulations and taxes, competitive pressures, prevailing changes in
consumer preferences, consumer acceptance of new product introductions and other
marketing initiatives, market acceptance of the Companies' current distribution
programs, access to sufficient quantities of raw material or inventory to meet
any sudden increase in demand, disruption to historical wholesale ordering
patterns, product liability litigation and any disruption in access to capital
necessary to achieve the Companies' business strategy. The Companies caution the
reader not to put undue reliance on any forward-looking statements. In addition,
the Companies do not have any intention or obligation to update the
forward-looking statements in this document. The Companies claim the protection
of the safe harbor for forward-looking statements contained in Section 21E of
the Securities Exchange Act of 1934. Reference is made to Item 1A, "Risk
Factors," in the Companies' Annual Reports on Form 10-K for the year ended
December 31, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Indicative Summary of Terms and Conditions.
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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/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Senior Vice President and Chief
Financial Officer
Date: March 21, 2007
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EXHIBIT INDEX
No. Description
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99.1 Indicative Summary of Terms and Conditions.
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