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Jackson Products Inc – ‘8-K’ for 7/3/03

On: Thursday, 7/3/03, at 10:00am ET · For: 7/3/03 · Accession #: 906737-3-11 · File #: 333-53987

  As Of                Filer                Filing    For·On·As Docs:Size

 7/03/03  Jackson Products Inc              8-K:5       7/03/03    1:65K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        29    111K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisition or Disposition of Assets Bankruptcy or Receivership Change in Fiscal Year Changes in Control of Registrant Changes in Registrant's Certifying Accountant Financial Statements, Pro Forma Financial Information and Exhibits Forward-Looking Statements Minimum EBITDA Other Events Regulation FD Disclosure Resignations of Registrant's Directors
1	1st Page - Filing Submission
2	Item 1. Changes in Control of Registrant
"	Item 2. Acquisition or Disposition of Assets
"	Item 3. Bankruptcy or Receivership
"	Item 4. Changes in Registrant's Certifying Accountant
"	Item 5. Other Events
4	Item 6. Resignations of Registrant's Directors
"	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
"	Item 8. Change in Fiscal Year
"	Item 9. Regulation FD Disclosure
6	Forward-Looking Statements
28	Minimum EBITDA

8-K 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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):
June 27, 2003 

JACKSON PRODUCTS, INC.                                                  
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware                                                           75-2470881   
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                

801 Corporate Centre Drive, Suite 300, Saint Charles, Missouri 63304
--------------------------------------------------------------------------------
(Address of principal executive offices)

(636) 300-2700
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------

Not Applicable
 (Former name or former address, if changed since last report)

================================================================================

8-K 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd
INFORMATION TO BE INCLUDED IN REPORT

Item 1. Changes in Control of Registrant.                                       

Not Applicable.                                                       

Item 2. Acquisition or Disposition of Assets.                                   

Not Applicable.                                                       

Item 3. Bankruptcy or Receivership.                                             

Not Applicable.                                                       

Item 4. Changes in Registrant's Certifying Accountant.                          

Not Applicable.                                                       

Item 5. Other Events.                                                           

     On July 3, 2003,  Jackson  Products,  Inc. ("JPI") issued the press release
filed as Exhibit  99.1 to this  Current  Report on Form 8-K. As described in the
press  release,  JPI has  announced  that the lenders  under its secured  credit
facility   ("Lenders"),   and  in  excess  of  75%  of  its  public  bondholders
("Bondholders"),  have entered into forbearance  agreements  regarding specified
existing  defaults  until  October  21,  2003.  The  Lenders'  and  Bondholders'
forbearance is subject to JPI's  satisfaction of certain  monthly  restructuring
milestones on various dates prior to October 21, 2003.  Attached as Exhibit 99.2
and 99.3 to this Current Report on Form 8-K are the forbearance agreements.  The
Bondholders  have proposed a  restructuring  framework to JPI and various of its
stakeholders.   JPI  is  currently  working  diligently  with  its  Lenders  and
Bondholders  to  effect  a  comprehensive   restructuring  plan.  As  previously
disclosed,  in  the  event  JPI is  unable  to  effect  a  timely  comprehensive
restructuring  of its debt, JPI will have to seek  protection  under the federal
bankruptcy laws.                                                                

2 

8-K 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd
     Prior  to  entering  into  forbearance  agreements  with  its  Lenders  and
Bondholders,  JPI informed the Lenders and  Bondholders of an internal review of
JPI's  internal  controls  and  financial  reporting.  The  internal  review was
conducted  under the supervision of JPI's audit committee by counsel for JPI and
by outside  advisers in connection with JPI's audit process for fiscal 2002. The
review,  which is now complete,  revealed  certain  weaknesses in JPI's internal
controls and financial  reporting  relating to the timely processing of credits,
the timing for recognition of revenues based on product  shipments to customers,
and accounting for inventory. JPI has retained Jefferson Wells International,  a
professional services firm, to assist JPI in improving its internal controls and
to  provide  interim  replacements  for JPI's  chief  financial  and  accounting
officers who recently left the company.                                         

     As a result  of the  review  described  above  and in  connection  with its
issuance of audited financial statements for fiscal 2002, JPI expects to restate
its  financial  position and results of  operations as of and for the year ended
December 31,  2001.  These  restatements  will have no impact on JPI's cash flow
from operations in 2001 and, as discussed below,  largely involve timing issues.
The 2001 restatements  relate to the understatement of JPI's reserves for sales'
returns and  allowances  and to the recording of an impairment  loss for certain
intangible  assets.  JPI's  reserves  for  sales  returns  and  allowances  were
understated  by  approximately  $855,000 due to certain  sales credits not being
processed on a timely basis. These adjustments represent timing differences that
result in an aggregate reduction of 2001 net sales of approximately $855,000 and
a corresponding aggregate increase in net sales for 2002 in the same amount. The
restatements  related to these credits increased JPI's net loss by approximately
$564,000 in 2001.  The impairment  loss was associated  with goodwill at Jackson
Products Europe and totaled approximately $400,000, increasing JPI's net loss by
an additional  $400,000 in 2001, although this adjustment has no effect on JPI's
cash  flows from  operations.  Attached  as  Exhibit  99.4 to this Form 8-K is a
summary schedule  indicating the adjustments to JPI's 2001 financial  statements
resulting from the above described restatements and reclassifications.          

     JPI does not believe  that its  financial  statements  for the  nine-months
ended  September 30, 2002 will be materially  impacted on a cumulative  basis by
the restatements described in the preceding paragraph.  The downward adjustments
to JPI's 2001 financial statements relating to the credit issues described above
have a  corresponding  positive impact on the results of operations for the nine
months ended  September  30,  2002.  However,  these  positive  adjustments  are
expected to be offset by other negative  adjustments  that have been  identified
related to sales cut-off during such period.                                    

     For fiscal 2002, JPI preliminary results indicate revenues of approximately
$191.3 million,  operating income of approximately  $19.3 million and a net loss
of approximately $26.9 million. JPI expects that its audit opinion regarding its
financial  statements  for the year ended December 31, 2002 will contain a going
concern emphasis.                                                               

     In light of the fact that JPI had fewer than 300  Bondholders  of record at
the  beginning of fiscal 2003 and that JPI  currently  does not have a permanent
principal  financial  officer  or  principal  accounting  officer,  JPI does not
currently  intend  to  amend  past  filings  or make  further  filings  with the
Securities and Exchange  Commission prior to the consummation of a restructuring
plan. JPI does intend,  however, to provide information to the trustee from time
to time which will be available to Bondholders and prospective bondholders. As a
result of the restatements described above, the financial statements included in
JPI's  Annual  Report on Form 10-K for the year ended  December 31, 2001 and the
auditors' opinion thereon should not be relied upon.  Bondholders or prospective
bondholders should instead look to JPI's audited financial statements for fiscal
2002 for the most recent  financial  information  concerning  JPI,  including in
respect of fiscal 2001. JPI expects to deliver audited financial  statements for
the  three-year  period  ended  December  31, 2002 to the trustee for its 9 1/2%
Senior  Subordinated  Notes  due  2005  in  early  July  2003.  These  financial
statements will incorporate all of the adjustments described herein but will not
include restated quarterly financial  information to reflect the impact of these
adjustments  on 2001 and 2002  quarterly  periods.  Bondholders  or  prospective
bondholders  may contact the trustee at the  telephone  number  listed below for
copies of JPI's audited financial  statements and other information  provided to
the trustee by JPI.                                                             

Melissa Dumont
U.S. Bank National Association
(860) 241-6829

3 

8-K 4th Page of 29 TOC 1st Previous Next ↓Bottom Just 4th
Item 6. Resignations of Registrant's Directors.                                 

Not Applicable.                                                       

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.     

a)   Financial  Statements of Business  Acquired - Not Applicable.              

b)   Pro Forma Financial Information - Not Applicable.                          

c)   Exhibits -                                                                 

   99.1 Press release of Jackson Products, Inc. dated July 2, 2003

          99.2 Forbearance  agreement,  dated June 27, 2003, between JPI and the
Bondholders                                       

          99.3 Eighth amendment to JPI's credit agreement,  dated June 27, 2003,
between JPI and the Lenders                       

99.4 Summary Schedule of Restatements                       

Item 8. Change in Fiscal Year.                                                  

Not Applicable.                                                       

Item 9. Regulation FD Disclosure.                                               

Not Applicable.                                                       

 4

8-K 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.                                    

                            JACKSON PRODUCTS, INC.

Date: July 3, 2003                       By:    /s/ David M. Gilchrist          
                                     ---------------------------
                                   Name:  David M. Gilchrist
                                        Title: Chief Executive Officer

5 

Exhibit 99.1                                                                    

 PRESS RELEASE

July 2, 2003                                                                    

Press Release                                                                   
SOURCE: Jackson Products, Inc.                                                  

Jackson Products, Inc. Announces Forbearance Agreements and Other Developments  

ST. LOUIS, MO, July 2 /PRNewswire/ -- Jackson  Products,  Inc. ("JPI") announced
that the lenders under its secured credit facility ("Lenders"), and in excess of
75% of the holders  ("Bondholders") of its 9 1/2% Senior  Subordinated Notes due
2005, have entered into  forbearance  agreements  regarding  specified  existing
defaults  until October 21, 2003. The Lenders' and  Bondholders'  forbearance is
subject to JPI's  satisfaction  of certain monthly  restructuring  milestones on
various  dates  prior to October  21,  2003.  The  Bondholders  have  proposed a
restructuring framework to JPI and various of its stakeholders. JPI is currently
working  diligently  with its Lenders and  Bondholders to effect a comprehensive
restructuring plan.                                                             

David  M.  Gilchrist,  JPI's  President,  stated:  "We are  making  progress  in
developing a long-term  restructuring plan with our Lenders and Bondholders,  as
we work to rebuild the confidence of our customers,  suppliers and employees and
execute our  restructuring  initiatives.  This forbearance  period,  we believe,
indicates our Lenders' and Bondholders' desire to see JPI succeed in effecting a
comprehensive  restructuring  plan."                                            

In addition  to the  forbearance  agreements,  JPI  announced  the results of an
internal investigation,  certain management changes in its finance department as
well as restatements  to its 2001 year-end  financial  statements,  the expected
impact of these  restatements on its 2002 quarterly  financial  statements,  and
preliminary  2002  year-end  financial  results.  JPI  expects to file a current
report on Form 8-K with the Securities and Exchange  Commission  detailing these
other   developments  and  providing   additional   information   regarding  its
restructuring efforts.                                                          

About JPI                                                                       

JPI is a leading  designer,  manufacturer  and  distributor  of safety  products
serving a variety of niche  applications  within the personal and highway safety
markets,  principally  throughout  North America and in Europe.  JPI markets its
products under  established,  well-known brand names to an extensive  network of
distributors,  wholesalers,  contractors  and government  agencies.  The Company
currently has two reportable  business  segments:  Personal  Safety Products and
Highway Safety Products. Additional information regarding JPI can be obtained at
www.jpisafety.com (but such information is not part of this release).           

6 

8-K 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th
Forward-Looking Statements                                                      

Certain  statements   included  in  this  press  release  are   "forward-looking
statements" under applicable securities rules and regulations.  These statements
include  assumptions,  expectations,  predictions,  intentions  or beliefs about
future  events,  particularly  the  ability  of JPI to  develop a  comprehensive
restructuring  plan and the  completion  of JPI's  internal  review of  internal
controls.   All  statements   other  than  statements  of  historical  fact  are
forward-looking  statements.  JPI cautions  that actual future events or results
may vary  materially  from those  expressed  or  implied in any  forward-looking
statement. Some of the key factors that could cause JPI to fail to effect an out
of court  restructuring  or that could cause actual  results to vary  materially
from those  expected  include  whether  JPI will be  successful  in  reaching an
acceptable  plan of  restructuring  with  its  Lenders,  Bondholders  and  other
stakeholders,  JPI's ability to manage its liquidity  pending a restructuring of
its  financial  affairs,  the effects of JPI's  current  financial  condition on
customer  demand,  key suppliers and JPI's  business and  operations in general,
industry trends and actions of JPI's competitors, general political and economic
conditions and other factors.                                                   

7 

8-K 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
Exhibit 99.2                                                                    
JACKSON PRODUCTS, INC.

Limited Forbearance Letter

June 27, 2003                                                                   

CONFIDENTIAL                                                                    

-----------------                                                               
-----------------                                                               
-----------------                                                               

Re:  Forbearance by the Ad Hoc Committee (the "Ad Hoc  Committee") of Holders of
     Jackson  Products,  Inc.  9 l/2%  Senior  Subordinated  Notes Due 2005 (the
"Notes") issued by Jackson Products, Inc. (the "Company")             

--------------------------------------------------------------------------------

     We  understand  that you are a member of the Ad Hoc Committee of holders of
the Notes  (the "Ad Hoc  Committee"),  and are the  beneficial  owner of certain
Notes (a  "Noteholder")  in the principal amount set forth below. The Company is
considering various possible financial transactions in an attempt to restructure
its  debts  and  obligations  to  its  various  creditor   constituencies   (the
"Restructuring Transactions"). The Company acknowledges that an Event of Default
(as defined in the Indenture)  arising from the non-payment of interest occurred
on April 15, 2003 and is continuing  under  Section  6.01(a)(i) of the Indenture
dated as of April 22,  1998,  by and among the  Company,  the  Guarantors  party
thereto and State Street Bank and Trust Company,  as trustee,  as amended by the
Supplemental Indenture dated as of April 24, 1998 and the Supplemental Indenture
dated as of May 17,  1999 (the  "Indenture")  (such  non-payment  of interest is
referred  to  herein  as the  "Designated  Event  of  Default").  As part of the
Company's  efforts to effectuate  the  Restructuring  Transactions,  the Company
requests  a  forbearance  from the  exercise  of any rights or  remedies  by you
against the Company,  its property or its affiliates  solely with respect to the
Designated Event of Default (the  "Forbearance")  during the Forbearance  Period
(as defined below). As used herein,  "Forbearance  Period" shall mean the period
commencing on June 15, 2003 and  continuing  through the earliest of (i) October
21, 2003 (or such later date as the parties may designate in writing),  (ii) the
occurrence of any Event of Default other than the  Designated  Event of Default,
and (iii) the termination of the extant forbearance arrangements entered into by
the Company and the lenders party to the Company's  bank credit  agreement  (the
"Lenders").                                                                     

     By your signature below, you represent that you are the beneficial owner of
the Notes in the principal amount set forth below, and, subject to the terms and
conditions  hereof, you agree to provide the Company with Forbearance during the
Forbearance  Period,  provided that the Company continues to negotiate the terms
of the Restructuring Transactions with the Ad Hoc Committee.                    

8-K 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th
     The Company  hereby  affirmatively  represents and warrants that it has the
authority to enter into this letter agreement,  that all requisite  consents and
approvals  have been  obtained  in  connection  herewith,  and that this  letter
agreement  is a valid and  binding  obligation  of the  Company  enforceable  in
accordance with its terms.  Except for the  Forbearance:  (a) you hereby reserve
all  remedies,  powers,  rights,  and  privileges  that you may have  under  the
Indenture,  the Notes or related documents, at law, in equity, or otherwise, and
(b) all terms,  conditions,  and provisions of the Indenture,  Notes and related
documents  are and shall  remain in full force and effect and nothing  contained
herein shall be construed as a waiver,  amendment or  forbearance  by you of any
covenant or provision of any of the Notes or related documents in respect of any
other  or  further  matter  (including  any  Event  of  Default  other  than the
Designated  Event of Default).  You acknowledge  that the Lenders'  agreement to
forbear  shall not  prejudice  any  blockage  rights of the  Lenders;  provided,
however,  that nothing  herein  shall  prejudice  your rights to  challenge  the
assertion of any such blockage rights.                                          

     This  Agreement  shall be effective as of the date hereof.  Notwithstanding
the foregoing sentence,  it shall be a condition subsequent to the effectiveness
of this Agreement that each of the existing  members of the  Noteholders who are
Ad Hoc  Committee  members and holders of equity  interests  in the Company (the
"Existing  Stockholders")  shall, no later than five (5) business days after the
date  hereof,  execute and deliver a  Restructuring  Term Sheet  Acknowledgement
substantially in the form attached hereto as Exhibit A (or in such other form as
may be agreed in writing  among the Company,  the  Noteholders  and the Existing
Stockholders).                                                                  

     This  Agreement  shall be  governed  by the  laws of the  State of New York
without regard to the principles of conflicts of law thereof. This Agreement may
be executed in  counterparts,  each of which shall be deemed to be an  original,
and all such  counterparts  taken together shall be deemed to constitute one and
the same  instrument.  The  parties  agree that  facsimile  signatures  shall be
accepted as originals for all purposes under this Agreement.                    

     Except as otherwise provided herein,  all notices and other  communications
to the Company or you required or  permitted  under this  Agreement  shall be in
writing and shall become  effective  when  delivered by facsimile  (confirmed by
mail), overnight courier service, registered or certified mail (postage prepaid)
or hand delivery,  addressed as follows or to such other  addresses or facsimile
numbers as may be  thereafter  designated  in writing by such party to the other
parties:                                                                        

Ad Hoc Committee member                                             
or advisor identified below:                                        
                                     -----------------------------------

            Attention:
                                     ---------  ------------------------
            Telephone:
                                                ------------------------
            Facsimile:
                                               -------------------------

8-K 9th Page of 29 TOC 1st Previous Next ↓Bottom Just 9th
With copies to:                    Milbank Tweed Hadley & McCloy LLP
                                       601 South Figueroa Street, 30th Floor
                               Los Angeles, California 90017
                            Attention: Gregory A. Bray
                                         Thomas R. Kreller
           ---------
                           Telephone: (213) 892-4000
                           Facsimile: (213) 629-5063

The Company:                       Jackson Products, Inc.           
                                       801 Corporate Centre Drive, Suite 300
                               Saint Charles, Missouri 63304
                                        Attention: Mr. David M. Gilchrist, Jr.
           ---------
                           Telephone: (636) 300-2700
                           Facsimile: (636) 300-2800

With copies to:                    Vinson & Elkins, L.L.P.          
                           3700 Trammell Crow Center
                  2001 Ross Avenue
                      Dallas, Texas  75201
                                 Attention: William L. Wallander
           ---------
                           Telephone: (214) 220-7905
                           Facsimile: (214) 999-7905

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties  hereto  and  their  respective  successors  and  assigns.  There are no
third-party beneficiaries of this Agreement. As used herein, the word "or" shall
not be construed as exclusive. This Agreement represents the entire agreement of
the parties hereto with respect to the subject matter hereof, and any amendment,
supplement or modification hereto must be in writing and signed on behalf of the
parties  hereto.  If any provision of this  Agreement  shall be determined to be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the  remaining  provisions  of the  Agreement  shall not be affected or impaired
thereby.                                                                        

     Please  indicate  your  acceptance  of this  Agreement by signing below and
returning  this  Agreement  to William L.  Wallander  via fax  delivery at (214)
999-7905 and via U.S. first class mail at the notice address set forth above.   

Sincerely,

JACKSON PRODUCTS, INC.  

    By:   /s/ David M. Gilchrist
                               -----------------------------------------------
   Name:      David M. Gilchrist
                   Title:      President & Chief Executive Officer

8-K 10th Page of 29 TOC 1st Previous Next ↓Bottom Just 10th
ACKNOWLEDGED AND AGREED:                                                      

TCW Shared Opportunity Fund IV, L.P. and                                      
TCW Shared Opportunity Fund IVB, L.P.                                         
By:  TCW Asset Management Company                                             
Its Investment Advisor                                        

By:          /s/ Michael K. Parks                                             
---------------------------------------------------------             
Name:      Michael K. Parks                                       
Title:     Managing Director                                      

By:          /s/ Randolph R. Birkman                                          
------------------------------------------------                      
Name:      Randolph R. Birkman                                    
Title:   Managing Director                                    

Massachusetts Mutual Life Insurance Company,                                  
on behalf of Itself, Its Subsidiaries, Applicants                             
and Managed Accounts                                                          

By:          /s/ Steven J. Katz                                               
---------------------------------------------------------             
Name:      Steven J. Katz                                         
Title:     Second Vice President                                  
and Associate General Counsel               

Steel Partners II, L.P.                                                         

By:          /s/ Josh Schechter                                               
---------------------------------------------------------             
Name:      Josh Schechter                                         
Title:                                                            

8-K 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th
Milbank  Tweed  Hadley  &  McCoy  L.L.P.  represents  and  warrants,   based  on
information  provided  to it by the  members of the Ad Hoc  Committee,  that the
aggregate  principal  amount  of Notes  beneficially  owned by Ad Hoc  Committee
members is $98,765,000  and that the name of DTC  Participant  through which the
Notes are held is JP Morgan Chase, Citibank, ABN AMRO, BONY, Bear Stearns.      

Milbank Tweed Hadley & McCoy L.L.P.                                             

By:        /s/ Thomas R. Kreller                                              
---------------------------------------                               
Name:     Thomas R. Kreller                                         
Title:    Partner                                                   

8-K 12th Page of 29 TOC 1st Previous Next ↓Bottom Just 12th
 A-1
JACKSON PRODUCTS, INC.
RESTRUCTURING TERM SHEET
 ACKNOWLEDGEMENT

The  undersigned,  being the holders of at least 75% of the voting capital stock
of  Jackson  Products,  Inc.  ("JPI")  and all of the  members  (the  "Committee
Members") of the Ad Hoc Committee of holders of JPI's 9 1/2% Senior Subordinated
Notes due 2005, execute this  Acknowledgement to evidence their  acknowledgement
that JPI is proceeding with a restructuring  plan under the framework  described
in Exhibit 1 to this  instrument  (the "Term  Sheet").  In addition,  during the
existing  forbearance  period (i.e., from the date hereof until such time as the
forbearance  agreement with the Committee Members shall terminate),  each of the
undersigned  (i) agrees to support the  restructuring  transactions on the terms
set forth in the Term Sheet,  (ii)  consents to its  treatment  on the terms set
forth in the Term Sheet,  (iii) agrees not to vote for,  consent to,  support or
participate in the formulation of any  restructuring  transaction  other than as
set forth in the Term  Sheet and (iv)  agrees  it shall not  otherwise  take any
actions inconsistent with such support; provided that this Acknowledgement shall
only apply to individuals in their capacity as equity shareholders.             

This Acknowledgement may be executed in multiple  counterparts which, when taken
together, shall constitute one instrument.                                      

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 27th
day of June, 2003.                                                              

 [SIGNATURES ON FOLLOWING PAGES]

8-K 13th Page of 29 TOC 1st Previous Next ↓Bottom Just 13th
 A-3

                           SUMMIT CAPITAL CO-INVESTMENT II-A, L.P.
                  By: Summit Capital Group, LLC,
                 Its General Partner

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

           SUMMIT CAPITAL II, L.P.
                   By: Summit Capital GP II, L.P.,
                 Its General Partner

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                    SUMMIT CAPITAL PARALLEL II, L.P.
                  By: Summit Capital Group, LLC,
                 Its General Partner

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

          JZ EQUITY PARTNERS PLC

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                      JOHN W. JORDAN, II REVOCABLE TRUST

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

             /s/ Jonathan F. Boucher
                                  ----------------------------------------------
                 Jonathan F. Boucher

                /s/ A. Richard Caputo, Jr.
                                  ----------------------------------------------
                    A. Richard Caputo, Jr.

            /s/ David W. Zalaznick
                                  ----------------------------------------------
                David W. Zalaznick

                           MASSACHUSETTS MUTUAL LIFE INSURANCE CO.

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

           STEEL PARTNERS II, L.P.

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                        TCW SHARED OPPORTUNITY FUND IV, L.P.
                    By: TCW Asset Management Company
                        Its Investment Advisor

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                         TCW SHARED OPPORTUNITY FUND IVB, L.P.
                    By: TCW Asset Management Company
                        Its Investment Advisor

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

8-K 14th Page of 29 TOC 1st Previous Next ↓Bottom Just 14th
 Exhibit 1
Restructuring Term Sheet

JACKSON PRODUCTS, INC.                                                          

RESTRUCTURING TERM SHEET                                                        

JUNE 27, 2003                                                                   

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Parties to Restructuring................     Jackson Products, Inc. and its affiliated entities ("JPI")                     

                                             The secured bank lenders with Fleet National Bank as agent (the "Banks")       

                                             CapStreet II, L.P., Jordan Company LLC and any other holders of the 15%        
                                             secured senior subordinated notes (the "Senior Secured Noteholders")           

                                             Holders (the "Bondholders") of JPI's 9 l/2% Senior Subordinated Notes          
                                             Due 2005 (the "Senior Sub Notes")                                              

                                             Trade creditors and other ordinary course creditors (the "Unsecured            
                                             Creditors")                                                                    

                                             Current holders of equity interests in JPI ("Old Equity")                      

Restructuring Treatment of the Banks....     The Banks will be paid in full including accrued but unpaid interest.          
                                             All outstanding letters of credit will be terminated or replaced on or         
                                             prior to the closing of the restructuring transaction. All fees and            
                                             expenses of the Bank associated with the restructuring will be paid at         
                                             the closing of the restructuring transaction.                                  

Restructuring Treatment of the Senior                                                                                       
Secured Noteholders.....................     The Senior Secured Notes will be paid in full at par including accrued         
                                             but unpaid interest, or will receive alternative treatment mutually            
                                             agreeable to the Senior Secured Noteholders and the Bondholders.               
                                             All fees and expenses of the Senior Secured Noteholders associated with        
                                             the restructuring will be paid at the closing of the restructuring transaction.

Restructuring Treatment of the                                                                                              
Bondholders.............................     The Bondholders will convert all or substantially all of the Senior Sub        
                                             Notes into new equity of JPI if necessary to effectuate the restructuring      
                                             or will receive alternative treatment agreeable to the Bondholders if          
                                             possible. All fees and expenses of the Bondholders associated with the         
                                             restructuring will be paid at the closing of the restructuring transaction.    

Restructuring Treatment of the Unsecured                                                                                    
Creditors...............................     The Unsecured Creditors will be paid in the ordinary course of business.       

Restructuring Treatment of Old Equity...     Old Equity will either be cancelled or diluted to a de minimus position        
                                             depending on legal requirements and will receive no distribution or            
                                             consideration in respect of the dilution of their old equity interests.        

Required Bondholder Approval for the                                                                                        
Restructuring Transaction...............     Approval of the restructuring transaction by Bondholders holding at            
                                             least two-thirds (2/3) of the aggregate principal amount of the                
                                             outstanding Senior Sub Notes.                                                  

Required Old Equity and Board Approvals for                                                                                 
the Restructuring Transaction...........     Old Equity shall approve and shall cooperate with the board of directors       
                                             of JPI to approve, any restructuring transaction approved by the               
                                             Bondholders holding at least two-thirds (2/3) of the aggregate principal       
                                             amount of the outstanding Senior Sub Notes.                                    

Transaction Overview....................     JPI will seek to raise private equity in an amount to be determined and        
                                             acceptable to the Bondholders.                                                 

                                             JPI will also seek to raise funding via a high yield offering and/or           
                                             senior secured debt other securities to facilitate the restructuring.          
                                             The restructuring transaction may require a new credit facility in an          
                                             amount to be determined and dependent on market conditions and the             
                                             results of the pursuit of equity and high yield funding.                       

Restructuring Effectuation..............     The restructuring will be pursued via a restructuring agreement and            
                                             exchange offer.  The exchange offer will incorporate a prepackaged             
                                             Chapter 11 plan of reorganization in the event the acceptance levels of        
                                             the exchange offer are not satisfactory.  The restructuring transaction        
                                             is expected to be completed on or prior to October 21, 2003.                   

Key Employee Retention Plan and Management                                                                                  
Incentive Plan to be Implemented........     A key employee retention plan and management incentive equity plan             
                                             acceptable to the Bondholders holding at least two-thirds (2/3) of the         
                                             aggregate principal amount of the outstanding Senior Sub Notes will            
                                             be negotiated and approved by the board of directors simultaneously            
                                             with the negotiation and execution of this transaction.                        

Other Terms.............................     Other terms of the restructuring to be determined as may be necessary          
                                             to effectuate the restructuring.  Upon consummation of the restructuring       
                                             transaction approved by the Bondholders holding at least two-thirds (2/3)      
                                             of the aggregate principal amount of the outstanding Senior Sub Notes,         
                                             (i) members of the Ad Hoc Committee of the Bondholders will agree to           
                                             release holders of Old Equity, their affiliates (in their capacity as          
                                             stockholders, board members or otherwise) and their legal, investment          
                                             and financial advisors from any and all claims relating to such parties'       
                                             affiliation with JPI and (ii) holders of Old Equity will agree to release      
                                             members of the Ad Hoc Committee of Bondholders, their affiliates and their     
                                             legal, investment and financial advisors from any and all claims relating      
                                             to such parties' affiliation with JPI.  In addition, holders of Old Equity     
                                             and members of the Ad Hoc Committee will use their commercially reasonable     
                                             efforts to obtain similar releases upon consummation of the restructuring      
                                             transaction from other parties to the restructuring.                           

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 -8-

Exhibit 99.3                                                                    

 AMENDMENT AGREEMENT NO. 8

 to that certain

 REVOLVING CREDIT AND ACQUISITION LOAN AGREEMENT

     This  AMENDMENT  AGREEMENT NO. 8 (this  "Amendment"),  dated as of June 13,
2003,  is by and among (a) Jackson  Products,  Inc.  (the  "Borrower"),  (b) the
Domestic  Subsidiaries  (as  defined in the  Credit  Agreement,  as  hereinafter
defined), (c) Fleet National Bank (f/k/a BankBoston, N.A.) and the other lending
institutions  listed on  Schedule  1 to the  Credit  Agreement  (as  hereinafter
defined) (collectively, the "Banks"), (d) Fleet National Bank (f/k/a BankBoston,
N.A.) as agent (the  "Agent") for itself and the other Banks,  and (e) U.S. Bank
National  Association  (f/k/a Firstar Bank N.A. f/k/a  Mercantile  Bank National
Association), as co-agent (the "Co-Agent").                                     

     WHEREAS,  the Borrower,  the Banks, the Agent, and the Co-Agent are parties
to that certain  Revolving  Credit and Acquisition  Loan Agreement,  dated as of
April 22, 1998 (the "Original Credit  Agreement"),  pursuant to which the Banks,
upon  certain  terms and  conditions,  have  agreed to make  loans to, and issue
letters of credit for the benefit of, the Borrower;                             

     WHEREAS,  the  Original  Credit  Agreement  was  amended  by (i)  Amendment
Agreement No. 1 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of June 19,  1998 (the  "First  Amendment"),  among the  Borrower,  the
Domestic  Subsidiaries,  the Banks,  the Agent and the Co-Agent,  (ii) Amendment
Agreement No. 2 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of May 17,  1999 (the  "Second  Amendment"),  among the  Borrower,  the
Domestic  Subsidiaries,  the Banks, the Agent and the Co-Agent,  (iii) Amendment
Agreement No. 3 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of July 1, 2001  (the  "Third  Amendment"),  among  the  Borrower,  the
Domestic  Subsidiaries,  the Banks,  the Agent and the Co-Agent,  (iv) Amendment
Agreement No. 4 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of October 1, 2001 (the "Fourth  Amendment")  among the  Borrower,  the
Domestic  Subsidiaries,  the Banks,  the Agent and the  Co-Agent,  (v) Amendment
Agreement No. 5 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of March 29,  2002 (the  "Fifth  Amendment")  among the  Borrower,  the
Domestic  Subsidiaries,  the Banks,  the Agent and the Co-Agent,  (vi) Amendment
Agreement No. 6 to that certain  Revolving Credit and Acquisition Loan Agreement
dated as of January 31, 2003 (the "Sixth  Amendment")  among the  Borrower,  the
Domestic  Subsidiaries,  the  Banks,  the  Agent  and the  Co-Agent,  and  (vii)
Amendment  Agreement No. 7 to that certain Revolving Credit and Acquisition Loan
Agreement dated as of May 30, 2003 (the "Seventh Amendment") among the Borrower,
the Domestic  Subsidiaries,  the Banks, the Agent and the Co-Agent (the Original
Credit Agreement, as amended by the First Amendment,  the Second Amendment,  the
Third Amendment,  the Fourth Amendment, the Fifth Amendment, the Sixth Amendment
and the Seventh  Amendment being herein  referred to as the "Credit  Agreement")
and all capitalized  terms not otherwise defined herein which are defined in the
Credit  Agreement shall have the same meanings herein as specified in the Credit
Agreement;                                                                      

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     WHEREAS,  the Borrower  has informed the Agent,  the Co-Agent and the Banks
that the  Borrower has failed to comply with  certain  provisions  of the Credit
Agreement as set forth on Schedule A hereto as of the time periods identified on
such Schedule,  such failures to comply, when occurring, to constitute Events of
Default  (such  Events of Default as set forth on Schedule A hereto being herein
referred to as the "Specified Defaults"); and                                   

     WHEREAS,  at the request of the  Borrower,  the  Borrower,  the Agent,  the
Co-Agent  and the Banks have  agreed to suspend  the  Specified  Defaults  for a
limited  period,  and to modify certain other terms and conditions of the Credit
Agreement  in  connection  therewith,  all as  specifically  set  forth  in this
Amendment;                                                                      

     NOW, THEREFORE,  in consideration of the mutual agreements contained in the
Credit  Agreement,  herein and for other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:                                                        

     ss.1. Forbearance.  Subject to the satisfaction of the conditions precedent
set forth in ss.7 and in  consideration  of and reliance upon the  agreements of
the Borrower contained herein,  each of the Banks and the Agent hereby agrees to
forbear  from  exercising  its rights and  remedies  relating  to the  Specified
Defaults during (but only during) the period (the  "Forbearance  Period") ending
on the earlier to occur of (i)  Tuesday,  October 21, 2003 at 5:00 p.m.  (Boston
time),  (ii) the  failure by the  Borrower to pay any  invoice  presented  to it
relating to services  provided by Bingham McCutchen LLP or FTI Consulting within
five (5) Business  Days of  presentation  thereof,  (iii) the  occurrence of any
Event of Default (other than the Specified  Defaults),  including any failure to
comply with any covenant  set forth in ss.4  hereof,  (iv) the date on which the
Agent  determines  that a  material  adverse  change  in the  business,  assets,
financial  condition  or  prospects  of the  Borrower  or its  Subsidiaries  has
occurred,  (v) the  date  that  the  Borrower,  any of its  Subsidiaries  or any
Affiliate of the Borrower shall commence any litigation  proceeding  against the
Agent or any Bank or any Affiliate of the Agent or any Bank in  connection  with
or related to any of the transactions  contemplated by the Credit Agreement, the
other Loan Documents, this Agreement or any documents, agreements or instruments
executed in connection  with any of the foregoing,  or (vi) the date the holders
of the Subordinated Debt shall accelerate such Indebtedness or, at the option of
the  Agent,  the date that any holder of  Subordinated  Debt takes any action in
enforcement of its rights under such  Subordinated  Debt. Such forbearance shall
automatically,  and  without  action,  notice,  demand or any other  occurrence,
expire  on and as of the  end of the  Forbearance  Period.  Upon  the end of the
Forbearance  Period,  and from and after such time,  (a) the Banks and the Agent
shall retain all of the rights and remedies relating to the Specified  Defaults,
and any other Default or Event of Default,  (b) the Specified  Defaults shall be
reinstated  and shall be in full  force and  effect  for all  periods  including
periods after the  Forbearance  Period,  and (c) any  obligation of the Banks to
make  Revolving  Credit Loans or of the Issuing Banks to issue,  extend or renew
Letters of Credit shall be subject to the terms and  conditions set forth in the
Credit Agreement,  including,  without limitation,  the conditions precedent set
forth in ss.13 thereof.                                                         

     ss.2. Other Defaults. The forbearance set forth in ss.1 shall apply only to
the  Specified  Defaults.  No  forbearance  with respect to any other Default or
Event of Default,  whether presently existing or hereafter  arising,  is granted
hereby.  Any  obligation of the Banks to make  Revolving  Credit Loans or of the

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Issuing Banks to issue,  extend or renew  Letters of Credit shall,  at all times
(including,  without limitation,  during the Forbearance  Period), be subject to
the  satisfaction  of all of the terms and  conditions of the Credit  Agreement,
including,  without limitation, the conditions precedent set forth in the Credit
Agreement; provided, that, during the Forbearance Period, the Specified Defaults
shall  not be  considered  as  Defaults  or Events of  Default  (other  than for
purposes of  ss.10.5.2  of the Credit  Agreement)  in  connection  with any such
Revolving  Credit Loans or Letters of Credit.  The Banks and the Agent shall, at
all times,  retain all of the rights and  remedies  in respect of any Default or
Event of Default under the Credit  Agreement and the other Loan Documents  other
than, during the Forbearance Period, the Specified Defaults.                    

     ss.3.  Amendments to the Credit  Agreement.  Upon the  satisfaction  of the
conditions set forth in ss.7 hereof,  the Credit  Agreement is hereby amended in
the following respects:                                                         

     (a) Section 1.1 of the Credit  Agreement is hereby amended by restating the
following definitions in their entirety:                                        

          "Forbearance Period. As defined in ss.1 of the Amendment Agreement No.
     8 to that certain Revolving Credit and Acquisition Loan Agreement, dated as
     of June 13, 2003, among the Borrower, the Domestic Subsidiaries, the Banks,
the Agent and the Co-Agent."                                          

          "Forbearance  Termination  Date.  The  last  day  of  the  Forbearance
Period."                                                              

     (b) Section 2.1 of the Credit  Agreement is hereby amended by restating the
last two sentences thereof in their entirety as follows:                        

          "Notwithstanding  the  foregoing,  at no time  during the  Forbearance
     Period shall the Agent or any of the Banks be obligated to make or fund any
     Revolving  Credit  Loans if (i) the sum of the  outstanding  amount  of the
     Revolving Credit Loans (after giving effect to all amounts  requested) plus
     the outstanding  amount of the Swing Line Loans, the Maximum Drawing Amount
     and all  Unpaid  Reimbursement  Obligations  (such  aggregate  amount,  the
     "Revolver Usage") would exceed  $29,000,000  during the Forbearance  Period
     (such amount, the "Revolver Sublimit"),  or (ii) the sum of the outstanding
     amount of the  Revolving  Credit Loans (after  giving effect to all amounts
     requested)  plus the  outstanding  amount of the  Swing  Line  Loans  (such
     aggregate  amount,  the  "Revolver  Cash Usage")  would exceed  $23,700,000
     during the Forbearance  Period (such amount, the "Revolver Cash Sublimit").
     If the Revolver Usage at any time exceeds the Revolver  Sublimit during the
     Forbearance  Period or the  Revolver  Cash  Usage at any time  exceeds  the
     Revolver Cash  Sublimit,  the Borrower shall  immediately  prepay an amount
     equal to such  excess  to the Agent  for the  account  of the Banks and the
     Agent,  for  application to the outstanding  principal  amount of Revolving
Credit Loans."                                                        

     (c) LIBOR Rate Loans.  The  Borrower  shall have no right to request  LIBOR
Rate Loans during the Forbearance Period.                                       

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     (d) Amortization. Notwithstanding anything to the contrary contained in the
Credit  Agreement,  the  principal  payment of  $2,500,000  otherwise due on the
Acquisition Loan on June 30, 2003 shall be deferred until the earlier of (i) the
Forbearance  Termination  Date, and (ii) the date on which all  Obligations  are
repaid in full in cash.                                                         

ss.4. Covenants.                                                      

     (a) Forbearance  Fee. The Borrower  hereby agrees to pay to the Agent,  for
the ratable accounts of the Banks, a forbearance fee (the "Forbearance  Fee") in
an  amount  equal  to  fifty-five  (55)  basis  points  on the sum of the  Total
Commitment plus the principal amount of the Acquisition Loans outstanding on the
Effective  Date,  such amount to be payable as follows:  (i) an amount  equal to
twenty-five  (25)  basis  points  shall be payable  on the  Effective  Date (the
"Forbearance Fee No. 1"), and (b) an amount equal to ten (10) basis points shall
be payable on each of July 23, 2003, August 22, 2003 and September 22, 2003. The
Forbearance  Fee  shall  be  shared  pro rata by the  Banks  that  execute  this
Amendment on or prior to Friday,  June 27, 2003 at 12:00 p.m.  (Boston  time) in
accordance  with the aggregate  amount of their  Commitments and the outstanding
principal  amount  of  their  Acquisition  Loans  on  the  Effective  Date.  The
Forbearance  Fee shall be fully earned on the Effective  Date and  nonrefundable
when paid, provided, however, that in the event that all of the Obligations have
been repaid in full in cash prior to any applicable  payment date,  that portion
of the Forbearance Fee not yet paid shall be waived,  and provided  further that
the entire amount of the Forbearance Fee not yet paid shall  immediately  become
due and payable on the Forbearance Termination Date.                            

     (b)  Financial  Covenants.  During the  Forbearance  Period,  the  Borrower
covenants  and  agrees  to  comply  with the  financial  covenants  set forth on
Schedule B hereto.                                                              

(c) Additional Covenants. The Borrower shall deliver to the Agent,    

          (i)  on or prior to Friday,  June 27,  2003,  a general  restructuring
               term sheet relating to the general  agreement in principle of the
               holders of the Subordinated  Notes to convert one hundred percent
               (100%)   of  their   debt  to  equity   of  the   Borrower   (the
"Restructuring Agreements");                      

          (ii) on or prior to Monday,  July 7, 2003, copies of  acknowledgements
               to the Restructuring  Agreement  executed by each of the existing
               holders  of  the  Subordinated   Debt  constituting  the  Ad  Hoc
               Committee  (as  defined in the  Noteholder  Forbearance)  and the
holders of the equity interests in the Borrower;  

          (ii) on  or  prior  to  Wednesday,   July  23,  2003,  fully  executed
               Restructuring  Agreements  executed  by at least  ninety  percent
               (90%)  of the  holders  of the  Subordinated  Debt,  seventy-five
               percent (75%) of the holders of the Secured  Senior  Subordinated
               Notes  and  seventy-five  percent  (75%)  of the  holders  of the
               capital  stock  of the  Borrower,  all on  terms  and  conditions
satisfactory to the Agent;                        

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          (iii)on or prior to Friday,  August  22,  2003,  one or more  offering
               memoranda relating to the refinancing (the "Refinancing"), all in
form and substance satisfactory to the Agent; and 

          (iv) on or prior to Monday,  September 22, 2003,  commitments or other
               evidence of  Borrower's  ability to close the  Refinancing  on or
               prior  to the  Forbearance  Termination  Date,  all in  form  and
substance satisfactory to the Agent.              

     ss.5.  Representations  and  Warranties.  The  Borrower  and each  Domestic
Subsidiary hereby represents and warrants to the Banks as follows:              

     (a) The execution and delivery by the Borrower and each Domestic Subsidiary
of this  Amendment,  and the  performance  by the  Borrower  and  each  Domestic
Subsidiary of its obligations and agreements under this Amendment and the Credit
Agreement as amended hereby, are within the corporate  authority of the Borrower
and each  Domestic  Subsidiary,  have  been  duly  authorized  by all  necessary
corporate  proceedings  on behalf of the Borrower and each Domestic  Subsidiary,
and do not and  will not  contravene  any  provision  of law,  statute,  rule or
regulation to which the Borrower and each Domestic  Subsidiary is subject or any
of the Borrower's and each Domestic  Subsidiary's  charter,  other incorporation
papers,  by-laws  or any stock  provision  or any  amendment  thereof  or of any
agreement  or other  instrument  binding  upon the  Borrower  and each  Domestic
Subsidiary.                                                                     

     (b) This Amendment and the Credit  Agreement as amended  hereby  constitute
legal,  valid  and  binding  obligations  of  the  Borrower  and  each  Domestic
Subsidiary,  enforceable in accordance with their  respective  terms,  except as
limited by  bankruptcy,  insolvency,  reorganization,  moratorium  or other laws
relating to or affecting  generally the  enforcement  of  creditors'  rights and
except to the extent that availability of the remedy of specific  performance or
injunctive  relief is subject to the  discretion  of the court  before which any
proceeding therefor may be brought.                                             

     (c) Other than approvals or consents which have been obtained,  no approval
or consent of, or filing with, any governmental  agency or authority is required
to make valid and legally binding the execution,  delivery or performance by the
Borrower or any Domestic Subsidiary of this Amendment or the Credit Agreement as
amended hereby.                                                                 

     (d) The  representations  and  warranties  contained  in ss.8 of the Credit
Agreement  are true and  correct  at and as of the date  made and as of the date
hereof,  except that the Specified Defaults shall not be considered  Defaults or
Events  of  Default  for such  purposes  and  except to the  extent  of  changes
resulting from  transactions  contemplated or permitted by the Credit  Agreement
and the other Loan  Documents  and changes  occurring in the ordinary  course of
business that singly or in the aggregate are not materially adverse,  and to the
extent that such  representations  and warranties relate expressly to an earlier
date.                                                                           

     (e) The Borrower and each Domestic Subsidiary has performed and complied in
all  material  respects  with all terms and  conditions  herein  required  to be
performed or complied  with by it prior to or at the time hereof,  and as of the
date  hereof,  but  for the  Specified  Defaults,  after  giving  effect  to the
provisions hereof, there exists no Event of Default or Default.                 

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     ss.6. Independent Valuation. The Borrower agrees that it will continue, and
shall cause each of its Subsidiaries to continue, to cooperate with the requests
of any investment field examiner and business consultant retained by the Agent. 

     ss.7.  Conditions to  Effectiveness.  This Amendment shall become effective
only upon the satisfaction of the following conditions:                         

          (i)  this  Amendment  shall have been  executed  and  delivered by the
               Borrower,  the Domestic  Subsidiaries party hereto, the Agent and
the Majority Banks; and                           

          (ii) the  Borrower  shall  have paid all  reasonable  unpaid  fees and
               expenses  of  Bingham  McCutchen  LLP and FTI  Consulting  to the
               extent  that  copies  of  invoices  have  been  presented  to the
Borrower;                                         

          (iii)receipt by the Agent of  evidence  that  holders of greater  than
               eighty-five percent (85%) of the outstanding  principal amount of
               the  Subordinated  Notes have agreed to forbear  from  exercising
               their remedies under the Subordinated Indenture until October 21,
               2003  in  form  and  substance  satisfactory  to the  Agent  (the
"Noteholder Forbearance"); and                    

          (iv) receipt  by the  Agent,  for  the  account  of the  Banks  of the
Forbearance Fee No. 1.                            

     ss.8. Ratification, Etc. Each of the Borrower and its Domestic Subsidiaries
hereby adopts again,  ratifies and confirms in all respects,  as its own act and
deed,  each of the  Credit  Agreement  (as  amended  hereby)  and the other Loan
Documents to which such Borrower and Domestic Subsidiary is a party; each of the
Borrower  and its  Domestic  Subsidiaries  hereby  adopts  again,  ratifies  and
confirms  in all  respects,  as its own act and deed,  the  grant of a  security
interest  under the Security  Agreement and the Mortgages to which it is a party
in all of the existing and after-acquiring or arising goods,  accounts,  chattel
paper,  investment  property,  documents,  instruments,  general intangibles and
other personal  property  assets,  including,  without  limitation,  all deposit
accounts,  in which such Borrower or Domestic  Subsidiary has ownership or other
rights,  together with any and all Uniform Commercial Code financing  statements
and other instruments or documents  previously executed in connection  therewith
to create, evidence,  perfect or preserve the priority of such security interest
in favor of the Agent for the  benefit of the Banks and the  Agent;  each of the
Borrower  and its  Domestic  Subsidiaries  hereby  adopts  again,  ratifies  and
confirms  in all  respects,  as its  own  act and  deed,  any  and  all  Uniform
Commercial  Code financing  statements  executed by the Agent in the name of the
Borrower or Domestic  Subsidiary,  pursuant to the power of attorney  provisions
contained in the Security Agreement to which it is a party, to perfect, preserve
the perfection, or insure the priority of such security interest in favor of the
Agent for the  benefit  of the  Banks  and the  Agent;  each  mortgagor  under a
Mortgage to which it is a party hereby adopts again,  ratifies and confirms,  as
its own act and deed, the mortgage of real estate assets in which such mortgagor
has an ownership or other rights; each pledgor under a Pledge Agreement to which
it is a party hereby adopts again, ratifies and confirms in all respects, as its
own act and deed,  each pledge granted by such pledgor  thereunder;  and each of
the Borrower and its Domestic  Subsidiaries  hereby adopts  again,  ratifies and

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confirms,  as its own act and deed,  each of the other  instruments or documents
delivered in connection  with the Credit  Agreement or any of the Loan Documents
to which it is a party and purported to be executed by it and acknowledges  that
all of the foregoing Loan Documents and other  instruments,  documents,  filings
and recordings  shall  continue in full force and effect.  To the extent that it
has not already  done so, each of the  Borrower  and its  Domestic  Subsidiaries
hereby waives all suretyship defenses of whatsoever nature,  whether arising out
of the  Agent's or any  Bank's  dealings  with any other  Borrower  or  Domestic
Subsidiary in respect of the Credit Agreement, as amended hereby, any other Loan
Document or  otherwise.  By its  signature  below,  each of the Borrower and its
Domestic  Subsidiaries hereby consents to this Amendment,  and after taking into
account  this  Amendment,  acknowledges  that this  Amendment  shall not  alter,
release,  discharge or otherwise  affect any of its  obligations  under any Loan
Document to which it is a party.                                                

     ss.9.  Release. In order to induce the Agent, the Co-Agent and the Banks to
enter into this  Amendment,  each of the Borrower and its Domestic  Subsidiaries
acknowledges  and  agrees  that:  (i)  neither  the  Borrower  nor any  Domestic
Subsidiary has any claim or cause of action  against the Agent,  the Co-Agent or
any Bank (or any of its respective  directors,  officers,  employees or agents);
(ii)  neither the Borrower nor any  Domestic  Subsidiary  has any offset  right,
counterclaim or defense of any kind against any of their respective obligations,
indebtedness  or liabilities  to the Agent,  the Co-Agent or any Bank; and (iii)
each of the Agent, the Co-Agent and the Banks has heretofore  properly performed
and satisfied in a timely manner all of its  obligations to each of the Borrower
and its Domestic  Subsidiaries.  The Borrower and its Domestic Subsidiaries wish
to eliminate any possibility that any past conditions,  acts, omissions, events,
circumstances  or matters would impair or otherwise  adversely affect any of the
Agent's, the Co-Agent's and the Banks' rights, interests,  contracts, collateral
security  or  remedies.  Therefore,  each  of  the  Borrower  and  its  Domestic
Subsidiaries unconditionally releases, waives and forever discharges (A) any and
all liabilities,  obligations,  duties,  promises or indebtedness of any kind of
the Agent, the Co-Agent or any Bank to the Borrower or any Domestic  Subsidiary,
except the  obligations to be performed by the Agent or any Bank on or after the
date hereof as expressly stated in this Amendment,  the Credit Agreement and the
other Loan Documents,  and (B) all claims,  offsets,  causes of action, suits or
defenses of any kind  whatsoever (if any),  whether arising at law or in equity,
whether  known or  unknown,  which any  Borrower or  Domestic  Subsidiary  might
otherwise  have  against  the  Agent,  the  Co-Agent,  any  Bank  or  any of its
directors,  officers, employees or agents, in either case (A) or (B), on account
of any past or presently existing  condition,  act, omission,  event,  contract,
liability,   obligation,   indebtedness,   claim,  cause  of  action,   defense,
circumstance or matter of any kind.                                             

     ss.10.  Effect of Amendment.  Except as expressly  set forth  herein,  this
Amendment  does not  constitute  an  amendment  or waiver  of any other  term or
condition of the Credit Agreement or any other Loan Document, and all such other
terms and conditions shall remain in full force and effect. Nothing contained in
this  Amendment  shall be  construed to imply a  willingness  on the part of the
Banks to grant any similar or other future forbearances or waivers of any of the
terms and conditions of the Credit Agreement or the other Loan Documents. Except
for the forbearances and waivers  expressly set forth herein,  nothing contained
herein  shall in any way  prejudice,  impair or otherwise  adversely  affect any
rights or remedies  of the Agent,  the  Co-Agent  and the Banks under the Credit
Agreement,  as  amended,  or any  other  Loan  Document.  This  Amendment  shall
constitute a Loan Document.                                                     

8-K 22nd Page of 29 TOC 1st Previous Next ↓Bottom Just 22nd
     ss.11. Reimbursement of Expenses. The Borrower acknowledges that all out of
pocket costs and expenses  incurred by the Agent,  the Co-Agent and the Banks in
connection  with  (a) the  preparation,  negotiation,  execution,  delivery  and
monitoring of this  Amendment,  (b) the  discussions  and meetings that preceded
this Amendment,  (c) the fees and  disbursements of FTI Consulting and any other
investment  field examiner or business  consultant  retained in connection  with
ss.7  hereof,  allocable  costs of  in-house  counsel,  and all  legal and other
professional  and  consultant's  fees and  disbursements),  and (d) the  filing,
recording  or  submission  of any UCC filings  shall be paid by the Borrower and
shall constitute a portion of the Obligations secured by the Collateral.  In the
event that the Borrower fails to pay the fees and expenses of Bingham  McCutchen
LLP or FTI Consulting  within five (5) Business Days after  presentation  of any
invoice therefor,  then the Administrative Agent may make Revolving Credit Loans
to cover such amounts.                                                          

     ss.12. Payment of Fees. The Agent and the Banks consent to the provision by
the Borrower of retainers and the reimbursement and payment of fees and expenses
of the  professionals of the Borrower,  the  professionals of the holders of the
Subordinated  Notes and the  professionals  of the holders of the Secured Senior
Subordinated Notes upon presentations of invoices therefor.                     

     ss.13.  Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.                  

     ss.14.  Counterparts.  This  Amendment  may  be  signed  in any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.                    

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

8-K 23rd Page of 29 TOC 1st Previous Next ↓Bottom Just 23rd
     IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  this  Eighth
Amendment as a sealed instrument as of the date first above written.            

JACKSON PRODUCTS, INC.                  

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

FLEX-O-LITE, INC.                       

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

TMT-PATHWAY, L.L.C.                     

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

CRYSTALOID TECHNOLOGIES, INC.           

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

AMERICAN ALLSAFE COMPANY                

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

SILENCIO/SAFETY DIRECT, INC.            

By:       /s/ David M. Gilchrist        
                        --------------------------------------------------------
Name:  David M. Gilchrist 
                  Title: President and Chief Executive Officer

8-K 24th Page of 29 TOC 1st Previous Next ↓Bottom Just 24th
                    FLEET NATIONAL BANK (f/k/a BankBoston,  N.A.),  individually
and as Agent                            

By:       /s/ Peggy Peckham             
                        --------------------------------------------------------
Name:  Peggy Peckham      
   Title: Senior Workout Officer

                    U.S. BANK NATIONAL  ASSOCIATION  (f/k/a FIRSTAR BANK,  f/k/a
                    Mercantile Bank National  Association),  individually and as
Co-Agent                                

By:       /s/ Jason R. Hickey           
                        --------------------------------------------------------
Name:  Jason R. Hickey    
Title: Vice President     

PB   CAPITAL CORPORATION                

By:       /s/ Lisa Moraglia             
                        --------------------------------------------------------
Name:  Lisa Moraglia      
Title: AVP                

By        /s/ Christopher J. Ruzzi      
                        --------------------------------------------------------
 Name:  Christopher J. Ruzzi
Title: VP                 

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ANTARES CAPITAL CORPORATION             

By:       /s/ John G. Martin            
                        --------------------------------------------------------
Name:  John G. Martin     
Title: Managing Director  

COMERICA BANK                           

By:       /s/ Jeffrey E. Peck           
                        --------------------------------------------------------
Name:  Jeffrey E. Peck    
Title: Vice President     

BNP  PARIBAS                            

By:       /s/ Illegible                 
                        --------------------------------------------------------
Name:                     
Title:                    

By:       /s/ Sean Davenport            
                        --------------------------------------------------------
Name:  Sean Davenport     
Title: VP                 

GENERAL ELECTRIC CAPITAL CORPORATION    

By:       /s/ Thomas S. Beck            
                        --------------------------------------------------------
Name:  Thomas S. Beck     
      Title: Duly Authorized Signatory

KEY  CORPORATE CAPITAL, INC.            

By:       /s/ Mark Kleinhart            
                        --------------------------------------------------------
Name:  Mark Kleinhart     
Title: Vice President     

8-K 26th Page of 29 TOC 1st Previous Next ↓Bottom Just 26th
DEUTSCHE FINANCIAL SERVICES CORPORATION 

By:       /s/ Diane F. Rolfe            
                        --------------------------------------------------------
Name:  Diane F. Rolfe     
Title: Vice President     

ORIX FINANCIAL SERVICES, INC.           

By:       /s/ Christopher W. Coulomb    
                        --------------------------------------------------------
   Name:  Christopher W. Coulomb
Title: Vice President     

8-K 27th Page of 29 TOC 1st Previous Next ↓Bottom Just 27th
SCHEDULE A
Specified Defaults

Financial  Covenants.  Failure  to  comply  with  one or more  of the  following
covenants for the following periods:                                            

     ss.11.1 ("EBITDA to Total Interest Expense") - Periods ending at the end of
 September 2002, December 2002, March 2003, June 2003 and September 2003

     ss.11.2  ("Leverage Ratio") - Periods ending at the end of September 2002 ,
December 2002 and March 2003                                          

     ss.11.3  ("Consolidated  Operating  Cash  Flow to Total  Debt  Service")  -
     Periods  ending at the end of  December  2003,  March  2003,  June 2003 and
September 2003                                                        

     ss.11.4  ("Minimum  EBITDA")  -  Quarterly  periods  ending  at the  end of
     September 2002,  October 2002,  November 2002,  December 2002,  March 2003,
June 2003 and September 2003                                          

     ss.5(b) of Amendment No. 6 ("Minimum  EBITDA") - Monthly  periods ending at
     the end of December 2002,  January 2003,  February 2003,  March 2003,  June
2003 and September 2003                                               

Other Covenants.                                                                

     ss.4.5.1 - Failure to pay the required  principal  amortization  payment of
$2,500,000 due on the Acquisition Loan on June 30, 2003.              

     ss.9.4 - Failure  to deliver  monthly  financial  statements  for the month
ended February 28, 2003.                                              

     ss.9.3, ss.9.4 and ss.11 - All Defaults or Events of Default resulting from
     (i) the failure to maintain true and accurate  records and books of account
     in which  full,  true and  correct  entries  were made in  accordance  with
     generally  accepted  accounting  principles,  (ii) the  failure  to deliver
     financial  statements  in accordance  with  generally  accepted  accounting
     principles and that fairly present the financial  condition of the Borrower
     and its  Subsidiaries and the results of operations of the Borrower and its
     Subsidiaries,   (iii)   inaccuracies   contained  in  the   certifications,
     Compliance  Certificates and reports delivered pursuant to ss.9.4, and (iv)
     the failure to comply with the covenants  contained in ss.11,  in each case
     for the annual,  quarterly and monthly periods ended between  December 1999
     and March 2003,  but only to the extent such  Defaults or Events of Default
     are the result of  certain  mischaracterizations,  timing  and  recognition
     discrepancies  separately  disclosed  to the Banks in the  disclosure  memo
dated May 22, 2003.                                                   

     Any cross  defaults on account of the failure to make timely payment on the
Subordinated Notes and the Secured Senior Subordinated Notes.         

8-K 28th Page of 29 TOC 1st Previous Next ↓Bottom Just 28th
SCHEDULE B

 Financial Covenants

Minimum EBITDA:                                               

     The Borrower  will not permit  EBITDA for any period set forth in the table
     below,  to be less than the amount set forth  opposite  such period in such
table:                                                                

    Trailing Twelve Months Ending           Amount
       -------------------------------        --------------

               June 30, 2003                 $22,900,000

               July 31, 2003                 $22,250,000

              August 31, 2003                $21,500,000

             September 30, 2003              $20,600,000

8-K Last Page of 29 TOC 1st Previous Next ↓Bottom Just 29th
Exhibit 99.4                                                                    

The  following  table sets forth the  unaudited  statement of operations of JPI,
showing  the  aforementioned  adjustments  and  reclassifications  and  restated
amounts, for the year ended December 31, 2001:                                  

                                                        [Enlarge/Download Table]

                                                      Crystaloid(1)  Freight(2)                            
(In thousands)                         As Reported      Reclass       Reclass     Adjustments     Restated 
                                       -------------  ------------  -----------  ------------   -----------

                                                                                                           
Net sales ............................   $ 200,198    $  (6,699)     $   5,507    $      (855)   $ 198,151 
Costs and expenses:                                                                                        
    Cost of sales ....................     147,050       (5,618)         5,507            ---      146,939 
    Selling, general, and                                                                                  
           administrative ............      35,131       (1,177)           ---            ---       33,954 
    Amortization of intangibles ......      15,008         (480)           ---            ---       14,528 
    Restructuring charges ............       3,805          ---            ---            ---        3,805 
    Impairment of intangibles ........       2,138          ---            ---            400        2,538 
                                          --------      -------        -------       --------      ------- 
          Operating income (loss) ....      (2,934)         576            ---         (1,255)      (3,613)

    Interest expense .................      21,209         (514)           ---            ---       20,695 
    Transaction related expenses .....       1,211          ---            ---            ---        1,211 
    Other ............................         852          419            ---            ---        1,271 
                                          --------      -------        -------       --------      ------- 
          Loss from continuing                                                                             
            operations before                                                                              
            income tax expense                                                                             
            (benefit) ................     (26,206)         671            ---         (1,255)     (26,790)

Income tax expense (benefit) .........      (6,053)         155            ---           (291)      (6,189)
Loss on discontinued operations:                                                                           
       net of tax benefit of $155 ....         ---         (516)           ---            ---         (516)
                                          --------      -------        -------       --------      ------- 
    Net loss .........................   $ (20,153)   $     ---      $     ---    $      (964)   $ (21,117)
                                          ========      =======        =======       ========      ======= 


(1)  The Company reclassified its 2001 balance sheet and statement of operations
     to  present  the sale of  Crystaloid  Technologies,  Inc.  (Crystaloid)  as
     discontinued operations which was sold to Elecsys Corporation for $1,294 in
cash in 2002.                                                         

(2)  The Company restated 2001 sales and cost of sales for the classification of
     outbound  freight  costs  as a cost  of sale  rather  than a  reduction  of
revenue.                                                              

The following table sets forth the affected unaudited balance sheet accounts for
the Company,  showing previously  reported and restated amounts,  as of December
31, 2001:                                                                       

(In thousands)                      As previously reported     As restated      
                               -----------------------   -------------
Intangibles ......................   $ 42,432                   $ 42,032        
Deferred tax assets (long-term)...     16,330                     16,621        
Total assets .....................    165,958                    165,849        

Other accrued liabities ..........      5,926                      6,652        
Total current liabilities ........     34,187                     35,042        
Total stockholders deficit .......     75,982                     76,946

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	10/21/03	2	20
	9/30/03	28
	9/22/03	18	19
	8/31/03	28
	8/22/03	18	19
	7/31/03	28
	7/23/03	18
	7/7/03	18
Filed on / For Period End:	7/3/03	2	5
	7/2/03	4	5
	6/30/03	18	28
	6/27/03	1	18
	6/15/03	7
	6/13/03	15	17
	5/30/03	15
	5/22/03	27
	4/15/03	7		8-K
	2/28/03	27
	1/31/03	15
	12/31/02	3		NT 10-K
	9/30/02	3		10-Q, NT 10-Q
	3/29/02	15
	12/31/01	3	29	10-K
	10/1/01	15
	7/1/01	15
	5/17/99	7	15	8-K, 8-K/A
	6/19/98	15
	4/24/98	7
	4/22/98	7	15
				List all Filings

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Filing Submission 0000906737-03-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Jackson Products Inc – ‘8-K’ for 7/3/03

On: Thursday, 7/3/03, at 10:00am ET · For: 7/3/03 · Accession #: 906737-3-11 · File #: 333-53987

Previous ‘8-K’: ‘8-K’ on 4/15/03 for 4/14/03 · Latest ‘8-K’: This Filing

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