UNITED STATES
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 14, 2006
(March 9, 2006)
--------------------
ONEIDA LTD.
(Exact name of registrant as specified in its charter)
--------------------
New York 1-5452 15-0405700
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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 MATERIAL DEFINITIVE AGREEMENTS
(a) On March 9, 2006, Oneida Ltd. (the "Company"), JP Morgan
Chase Bank ("JPMC") and various lenders under the Company's Credit Agreement
entered into a Plan Support Agreement ("PSA") which provides for the
recapitalization of the Company's debt pursuant to a pre-negotiated plan of
reorganization under chapter 11 of the United States Code. Also on March 9,
2006, the Company, JPMC and certain other lenders entered into a Joint
Commitment Letter to provide $40 million in Debtor-in -Possession financing
("DIP Facility") during the pendency of the reorganization case. Further, the
Company, Credit Suisse ("CS"), and Credit Suisse Securities(USA) LLC ("CSSU")
signed a Commitment Letter on March 9, 2006 pursuant to which CS and CSSU will
provide certain syndication and agent services as well as a commitment to
provide an asset based loan facility in the amount of up to $80 million and a
term loan facility in the amount of up to $90 million subject to the conditions
upon the Company's exit from chapter 11 ("Exit Facility").
JPMC is the currently a Lender, the Administrative Agent and the
Collateral Agent under the Company's Credit Agreement dated August 9, 2004, as
amended. CSSU is an affiliate of CS (formerly Credit Suisse First Boston) who
since October 2005 has been engaged by the Company to provide financial advisory
services.
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
--------------------
Andrew G. Church
Senior Vice President &
Chief Financial Officer
Dated: March 14, 2006