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): June 19, 2007
Great Lakes Dredge & Dock Corporation
(Exact name of registrant as specified in its charter)
Delaware |
|
333-136861 |
|
20-5336063 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
2122 York Road, Oak Brook, Illinois 60523
(Address of Principal executive offices, including Zip Code)
(630) 574-3000
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 June 19, 2007, Great Lakes issued a notice of redemption to the holders of its outstanding warrants to purchase shares of its common stock. The redemption date for the warrants is July 19, 2007. Because the redemption price is $0.01 per share, the Company anticipates that all of the warrants will be exercised on or prior to the redemption date. Assuming full exercise of the warrants outstanding as of June 14, 2007, Great Lakes will receive proceeds of approximately $87.2 million. The Company anticipates using approximately $43 million of such proceeds to repay outstanding indebtedness under its revolving senior credit facility and the remaining approximately $44.2 million in proceeds will be available for identified efficiency enhancements to existing equipment, potential new equipment acquisitions and general corporate purposes. The notice of redemption is filed as Exhibit 99.1 hereto.
2
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.
Great Lakes Dredge & Dock Corporation |
||
|
|
|
|
|
|
|
|
/s/ Deborah A. Wensel |
Date: June 19, 2007 |
Name: |
Deborah A. Wensel |
|
Title: |
Senior Vice President and CFO |
3
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
99.1 |
|
Redemption notice sent to warrant holder. |
4
Exhibit 99.1
Great Lakes Dredge
& Dock Corporation
2122 York Road
Oak Brook, IL 60523
June 19, 2007
Notice of Redemption - Redemption Date July 19, 2007
Dear Warrant Holder:
You are receiving this notice as a holder of warrants to purchase common stock of Great Lakes Dredge & Dock Corporation (Great Lakes).
The Warrants became exercisable for shares of common stock of Great Lakes in connection with the merger of Aldabra Acquisition Corporation and Great Lakes on December 26, 2006.
We are calling the warrants for redemption at this time. You have until July 19, 2007, the date of redemption, to exercise the warrants. If any warrants are not exercised on or before July 19, 2007, you will be paid $.01 per warrant, and the warrants will then be extinguished, and you will no longer have the right to purchase any shares under them. We encourage you to consult with your broker or financial advisor to consider whether or not to exercise the warrants or redeem them.
Under the terms of the warrant agreement which governs the warrants, we have the right to call the outstanding and unexercised warrants for redemption, if the last sales price of common stock has been at least $8.50 per share for each of the 20 trading days within the 30 trading day period ending on the third business day prior to the date of this letter. The last sales price of the common stock has been at least $8.50 per share for the required period, and closed at $9.50 on June 14, 2007.
To exercise the warrants, you must send:
1. The warrant certificate, indicating on the reverse, in the section labeled Subscription Form, the number of warrants you are exercising and completing the section entitled Application to Purchase Shares, and
2. A certified check or good bank draft, payable to Great Lakes Dredge & Dock Corporation in the amount of $5.00 times the number of warrants you are exercising.
To:
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Compliance Department
If you have any questions about exercising the warrants, please contact Deborah A. Wensel, the Chief Financial Officer of Great Lakes, at (630) 574-3772.
|
Sincerely, |
|
|
|
|
|
|
|
|
/s/ Douglas B. Mackie |
|
|
Douglas B. Mackie |
|
|
President and CEO |
| 2 |
|