8-K: Current report filing
Published on August 21, 1996
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): August 13, 1996
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7882 94-1692300
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification
Number)
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
Including area code: (408) 732-2400
ITEM 5. OTHER EVENTS.
On August 13, 1996, Advanced Micro Devices, Inc. ("AMD" or the "Company")
completed an underwritten offering of $400,000,000 of its 11% Senior Secured
Notes ("Notes") due August 1, 2003, pursuant to its shelf registration statement
filed with the Securities and Exchange Commission and declared effective in
1994. The Notes were priced at par, and their sale was underwritten by
Donaldson, Lufkin & Jenrette Securities Corporation and BA Securities, Inc.
pursuant to an Underwriting Agreement attached as Exhibit 1 hereto, which is
incorporated herein by reference. The terms and conditions of the Notes and
related matters are set forth in the Indenture filed as Exhibit 4.2 hereto,
which is incorporated herein by reference. The Company will not be required to
make mandatory redemption or sinking fund payments with respect to the Notes,
although the holders of the Notes would be entitled to require the Company to
repurchase their Notes under certain circumstances related to Collateral Sales,
Asset Sales, Events of Loss or a Change in Control of the Company as those terms
are defined in the Indenture. The Notes may not be redeemed by the Company prior
to August 1, 2001, but may be redeemed thereafter at redemption prices specified
in the Indenture.
On July 19, 1996, AMD entered into a credit agreement (the "Credit
Agreement") with Bank of America NT&SA, as administrative agent and lender, ABN
AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of
Commerce, as documentation agent and lender, providing a three year revolving
credit facility (subject to a one year extension) in the aggregate principal
amount of $150,000,000 and a four year term loan of up to $250,000,000 available
for a period of six months after the effective date of the Credit Agreement
(July 19, 1996). Copies of the Credit Agreement and of an amendment to the
Credit Agreement dated as of August 7, 1996, are attached as Exhibits 99.1 and
99.2 hereto and are incorporated herein by reference. The Company intends to
utilize the term loan facility fully. The Indenture entered into in connection
with the Notes limits the aggregate amount which the Company may borrow under
the Credit Agreement prior to January 1, 1997, to $250,000,000. The new bank
credit facilities, which became available to AMD on August 13, 1996, replaced
the Company's existing unsecured and unused $250,000,000 revolving line of
credit and its unsecured $150,000,000 four-year term loan. AMD used
approximately $150,000,000 of the net proceeds from the sale of the Notes to
prepay AMD's previously existing four-year term bank loan. In connection with
the offering of the Notes and the execution of the Credit Agreement, the Company
and one of its subsidiaries amended the terms of two existing leases between the
subsidiary and CIBC, Inc., relating to the Company's headquarters in Sunnyvale,
California, and the Company's existing guaranty of those leases. Copies of the
amendments are attached hereto as Exhibits 99.3-99.5 and are incorporated herein
by reference.
The indebtedness of the Company under the Notes and with respect to
borrowings under the Credit Agreement are secured by substantially all of AMD's
real property, plant and equipment at one of its integrated circuit
manufacturing facilities, commonly known as Fab 25, located in Austin, Texas.
The terms and conditions under which the Company has granted a lien of
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Fab 25 to secure the indebtedness are set forth in the Indenture and the deed of
trust and related documents attached hereto as Exhibits 4.2-4.9 which are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
1 Underwriting Agreement, dated as of August 8, 1996, among Advanced Micro
Devices, Inc., Donaldson, Lufkin & Jenrette Securities Corporation and BA
Securities, Inc.
4.1 Form of Advanced Micro Devices, Inc. 11% Senior Secured Note due August
1, 2003.
4.2 Indenture, dated as of August 1, 1996, between Advanced Micro Devices,
Inc. and United States Trust Company of New York, as trustee.
4.3 Intercreditor And Collateral Agent Agreement, Dated as of August 1,
1996, among United States Trust Company of New York, as trustee, Bank Of
America NT&SA, as agent for the banks under the Credit Agreement of July
19, 1996, and IBJ Schroder Bank & Trust Company.
4.4 Payment, Reimbursement and Indemnity Agreement, Dated as of August 1,
1996, Between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust
Company.
4.5 Deed of Trust, Assignment, Security Agreement and Financing Statement,
Dated as of August 1, 1996, among Advanced Micro Devices, Inc., as grantor,
IBJ Schroder Bank & Trust Company, as grantee, and Shelley W. Austin as
trustee.
4.6 Security Agreement, dated as of August 1, 1996, between Advanced Micro
Devices, Inc. and IBJ Schroder Bank & Trust Company, as agent for United
States Trust Company of New York, as trustee, and Bank of America NT&SA, as
agent for the banks.
4.7 Lease, Option to Purchase and Put Option Agreement, dated as of August
1, 1996, between Advanced Micro Devices, Inc., as lessor, and AMD Texas
Properties, LLC, as lessee.
4.8 Reciprocal Easement Agreement, dated as of August 1, 1996, between
Advanced Micro Devices, Inc. and AMD Texas Properties, LLC.
4.9 Sublease Agreement, dated as of August 1, 1996, between Advanced Micro
Devices, Inc., as sublessee, and AMD Texas Properties, LLC, as sublessor.
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99.1 Credit Agreement, dated as of July 19, 1996, among Advanced Micro
Devices, Inc., Bank of America NT&SA, as administrative agent and lender,
ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial
Bank Of Commerce, as documentation agent and lender.
99.2 First Amendment to Credit Agreement, dated as of August 7, 1996, among
Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative
agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and lender.
99.3 Fifth Amendment to Third Amended and Restated Guaranty, dated as of
August 1, 1996 (amending the Third Amended and Restated Guaranty, dated as
of August 25, 1995, made by Advanced Micro Devices, Inc. in favor of CIBC,
Inc.).
99.4 Fifth Amendment to Building Lease, dated as of August 1, 1996
(amending the Building Lease, dated as of September 22, 1992, by and
between AMD International Sales & Service, Ltd. And CIBC, Inc.).
99.5 Fifth Amendment to Land Lease, dated as of August 1, 1996 (amending
the Land Lease, dated as of September 22, 1992, by and between AMD
International Sales & Service, Ltd. and CIBC, Inc.).
99.6 Press Release dated August 13, 1996.
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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.
ADVANCED MICRO DEVICES, INC.
Registrant
Date: August 21, 1996 BY:/s/Marvin D. Burkett
-----------------------------------------
Marvin D. Burkett
Senior Vice President, Chief Financial
And Administrative Officer And Treasurer
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EXHIBIT INDEX
Exh.
- ----
No. Exhibits
- --- --------
1 Underwriting Agreement, dated as of August 8, 1996, among Advanced Micro
Devices, Inc., Donaldson, Lufkin & Jenrette Securities Corporation and BA
Securities, Inc.
4.1 Form of Advanced Micro Devices, Inc. 11% Senior Secured Note due August
1, 2003.
4.2 Indenture, dated as of August 1, 1996, between Advanced Micro Devices,
Inc. and United States Trust Company of New York, as trustee.
4.3 Intercreditor and Collateral Agent Agreement, dated as of August 1,
1996, among United States Trust Company of New York, as trustee, Bank of
America NT&SA, as agent for the banks under the Credit Agreement of July
19, 1996, and IBJ Schroder Bank & Trust Company.
4.4 Payment, Reimbursement and Indemnity Agreement, dated as of August 1,
1996, between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust
Company.
4.5 Deed of Trust, Assignment, Security Agreement and Financing Statement,
dated as of August 1, 1996, among Advanced Micro Devices, Inc., as grantor,
IBJ Schroder Bank & Trust Company, as grantee, and Shelley W. Austin as
trustee.
4.6 Security Agreement, dated as of August 1, 1996, between Advanced Micro
Devices, Inc. and IBJ Schroder Bank & Trust Company, as agent for United
States Trust Company of New York, as Trustee, and Bank of America NT&SA, as
agent for the banks.
4.7 Lease, Option to Purchase and Put Option Agreement, dated as of August
1, 1996, between Advanced Micro Devices, Inc., as lessor, and AMD Texas
Properties, LLC, as lessee.
4.8 Reciprocal Easement Agreement, dated as of August 1, 1996, between
Advanced Micro Devices, Inc. and AMD Texas Properties, LLC.
4.9 Sublease Agreement, dated as of August 1, 1996, between Advanced Micro
Devices, Inc., as sublessee, and AMD Texas Properties, LLC, as sublessor.
99.1 Credit Agreement, dated as of July 19, 1996, among Advanced Micro
Devices, Inc., Bank of America NT&SA, as administrative agent and lender,
ABN AMRO Bank
N.V., as syndication agent and lender, and Canadian Imperial Bank of
Commerce, as documentation agent and lender.
99.2 First Amendment to Credit Agreement, dated as of August 7, 1996, among
Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative
agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and lender.
99.3 Fifth Amendment to Third Amended and Restated Guaranty, dated as of
August 1, 1996 (amending the Third Amended and Restated Guaranty, dated as
of August 25, 1995, made by Advanced Micro Devices, Inc. in favor of CIBC,
Inc.).
99.4 Fifth Amendment to Building Lease, dated as of August 1, 1996
(amending the Building Lease, dated as of September 22, 1992, by and
between AMD International Sales & Service, Ltd. and CIBC, Inc.).
99.5 Fifth Amendment to Land Lease, dated as of August 1, 1996 (amending
the Land Lease, dated as of September 22, 1992, by and between AMD
International Sales & Service, Ltd. and CIBC, Inc.).
99.6 Press Release dated August 13, 1996.
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