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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 8, 2002
U.S. Industries, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware 1-14557 22-3568449
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
777 S. Flagler Drive
Suite 1108
West Palm Beach, FL 33401
(Address of Principal Executive (Zip Code)
Offices)
(561) 514-3838
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 8, 2002, the Registrant consummated its offer to exchange all
of its outstanding 7-1/8% Senior Notes due 2003 (the "Old Notes") for cash and
11-1/4% Senior Notes due 2005 (the "New Notes") and related consent
solicitation, which were commenced on September 9, 2002 (the "Exchange Offer").
An aggregate principal amount of $238,155,000 of the outstanding $250,000,000
Old Notes were tendered and accepted in the Exchange Offer. The Registrant
deposited with the exchange agent cash equal to the cash consideration, the
consent payments and accrued but unpaid interest to but not including November
8, 2002, and the Registrant issued an aggregate principal amount of
$133,366,000 of the New Notes, all in accordance with the terms of the Exchange
Offer. The third supplemental indenture among the Registrant, USI American
Holdings, Inc., USI Global Corp., as issuers, USI Atlantic Corp., as guarantor,
and Bank One Trust Company, N.A., as trustee, was executed and delivered on
November 8, 2002, and is attached hereto as Exhibit 4.1.
The Registrant announced on November 8, 2002, that it successfully
received the requisite consents to its offer to purchase for cash up to
$54,800,000 aggregate principal amount of its 7-1/4% Senior Notes due 2006 (the
"2006 Notes") and related consent solicitation, which were commenced on October
24, 2002 (the "Tender Offer"). Pursuant to the terms of the Tender Offer, the
Consent Date has been achieved and holders may no longer withdraw any tendered
2006 Notes or revoke the related consents. See the press release of Registrant
dated November 8, 2002 attached as Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits Description
4.1 Third Supplemental Indenture dated as of November 8, 2002
among the registrant, USI American Holdings, Inc., USI
Global Corp., as issuers, USI Atlantic Corp., as
guarantor, and Bank One Trust Company, N.A., as trustee.
99.1 U.S. Industries, Inc. Press Release dated November 8,
2002.
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.
U.S. Industries, Inc.
Date: November 8, 2002 By: /s/ Steven C. Barre
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Name: Steven C. Barre
Title: Senior Vice President,
General Counsel and
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Third Supplemental Indenture dated as of November 8, 2002 among
the Registrant, USI American Holdings, Inc., USI Global Corp.,
as issuers, USI Atlantic Corp., as guarantor, and Bank One Trust
Company, N.A., as trustee.
99.1 U.S. Industries, Inc. Press Release dated November 8, 2002.