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): April 27, 2009
Great Lakes Dredge & Dock Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
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001-33225 |
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20-5336063 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
2122 York Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 574-3000
(Registrants telephone number, including area code)
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 1.01. Entry into a Material Definitive Agreement.
On April 27, 2009, Great Lakes Dredge & Dock Corporation entered into the Fifth Amendment to the Third Amended and Restated Underwriting and Continuing Indemnity Agreement (the Fifth Amendment) with Travelers Casualty and Surety Company and Travelers Casualty and Surety Company of America, collectively its bonding company. The Fifth Amendment expands the scope of the existing $5 million annual dividend limit to include purchases and redemptions of subordinated debt; however, the aggregate limit remains at $5 million. As a result the Company may from time to time seek to repurchase a portion of its subordinated debt through cash repurchases in the open market and/or in privately negotiated transactions. A copy of the Fifth Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) |
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Exhibits. |
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Exhibit No. |
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Exhibit |
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10.1 |
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Fifth Amendment to Third Amended and Restated Underwriting and Continuing Indemnity Agreement dated as of April 27, 2009, by and among Great Lakes Dredge & Dock Corporation, certain of its subsidiaries, Travelers Casualty and Surety Company and Travelers Casualty and Surety Company of America. |
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SIGNATURE
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.
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GREAT LAKES DREDGE & DOCK CORPORATION |
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(registrant) |
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Date: April 29, 2009 |
By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
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Exhibit |
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10.1 |
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Fifth Amendment to Third Amended and Restated Underwriting and Continuing Indemnity Agreement dated as of April 27, 2009, by and among Great Lakes Dredge & Dock Corporation, certain of its subsidiaries, Travelers Casualty and Surety Company and Travelers Casualty and Surety Company of America. |
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Exhibit 10.1
CONFORMED COPY
FIFTH AMENDMENT TO
THIRD AMENDED AND RESTATED
UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT
THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT, dated as of April 27, 2009 (this Amendment), is entered into by and among (i) GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation (HOLDINGS), and the SUBSIDIARIES of HOLDINGS signatories hereto (collectively with HOLDINGS, the INDEMNITORS), (ii) TRAVELERS CASUALTY AND SURETY COMPANY, a Connecticut corporation (TCASC), and (iii) TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation (TRAVELERS AMERICA and together with TCASC, TRAVELERS).
W I T N E S S E T H:
WHEREAS, the INDEMNITORS and TRAVELERS are parties to a certain Third Amended and Restated Underwriting and Continuing Indemnity Agreement dated as of December 22, 2003, as amended, supplemented or otherwise modified from time to time (as amended, supplemented and modified, the Agreement);
WHEREAS, the INDEMNITORS have requested TRAVELERS to amend the Agreement; and
WHEREAS, TRAVELERS is willing to amend the Agreement as provided herein, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the INDEMNITORS and TRAVELERS hereby agree as follows:
Capitalized terms used herein shall, unless otherwise defined herein, have the meanings provided in the Agreement.
Subject to satisfaction of the conditions set forth in Section 3 of this Amendment, the Agreement is hereby amended as follows:
SECTION 6.16 DIVIDEND RESTRICTIONS. HOLDINGS will not pay any dividend or make any other distribution to any PERSON, except:
Notwithstanding the foregoing, HOLDINGS may consummate the transactions contemplated by the MERGER AGREEMENT.
SECTION 6.21 SUBORDINATED DEBT AND PAYMENT BLOCKAGE NOTICE.
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The provisions of this Amendment shall be effective upon receipt by TRAVELERS of the documents listed below:
To induce TRAVELERS to enter into this Amendment, the INDEMNITORS represent and warrant to TRAVELERS as of the date hereof and after giving effect to this Amendment that:
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date first written above.
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GREAT LAKES DREDGE & DOCK CORPORATION |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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GREAT LAKES DREDGE & DOCK COMPANY, LLC |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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LYDON DREDGING & CONSTRUCTION COMPANY, LTD. |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Vice President |
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FIFTY-THREE DREDGING CORPORATION |
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By: |
/s/ Susan M. Williams |
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Name: |
Susan M. Williams |
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Title: |
Secretary |
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DAWSON MARINE SERVICES COMPANY |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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GREAT LAKES CARIBBEAN DREDGING, INC. |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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NASDI, LLC |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Vice President and Treasurer |
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NASDI HOLDINGS CORPORATION |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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YANKEE ENVIRONMENTAL SERVICES, LLC |
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By: |
/s/ Deborah A. Wensel |
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Name: |
Deborah A. Wensel |
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Title: |
Vice President and Treasurer |
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TRAVELERS CASUALTY AND SURETY COMPANY |
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By: |
/s/ Michael Damewood |
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Name: |
Michael Damewood |
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Title: |
Attorney-in-Fact |
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TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA |
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By: |
/s/ Michael Damewood |
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Name: |
Michael Damewood |
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Title: |
Attorney-in-Fact |