UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): -July 17, 2006 (July 13, 2006)
ONEIDA LTD.
(Exact name of registrant as specified in its charter)
New York 1-5452 15-0405700
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
163-181 Kenwood Avenue, Oneida, New York 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 361-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO MATERIAL AGREEMENTS.
(a) Oneida Ltd. has signed a Letter of Intent to be acquired by
an entity to be formed by D. E. Shaw Laminar Portfolios, L.L.C.
and Xerion Capital Partners LLC, both current Oneida
shareholders. The Proposed Transaction will result in the
issuance by the Company to Buyer of 100% of the equity interest
of Reorganized Oneida in consideration of the purchase price of
at least $222,500,000. This transaction would occur through a
plan funding agreement providing for substantially similar
treatment as outlined in the Company's current plan of
reorganization, except that all claims, including the Secured
Tranche B Claims, will be assumed or paid in full unless
otherwise agreed to with a particular claimholder; provided,
however, that holders of the Secured PBGC Claim and the Unsecured
PBGC Claims will receive substantially similar treatment as set
forth in the Current Plan, unless otherwise agreed to or as
determined by the Bankruptcy Court.
(b) On June 29, 2006 Oneida Ltd. entered into an Employment
Agreement (the "Agreement") with James E. Joseph, the Company's
President ("Mr. Joseph"). This Agreement provides that Mr. Joseph
will be employed by the Company as President, at an annual base
salary of $300,000.00. In addition, the Agreement requires the
Company to pay or reimburse Mr. Joseph for various relocation
expenses. The Agreement further provides for a signing bonus,
participation in the Company's annual cash incentive plan,
participation in any long term incentive plan developed by the
Company and severance payments in certain circumstances. The
Agreement also contains certain other provisions that are
standard in agreements with senior executives including
provisions regarding employee benefits, no-solicitation,
non-competition and confidentiality.
ITEM 7.01. REGULATION FD DISCLOSURE.
On July 14, 2006 Oneida Ltd. (the "Company") issued a press
release announcing that it has signed a Letter of Intent to be
acquired by an entity to be formed by D. E. Shaw Laminar
Portfolios, L.L.C. and Xerion Capital Partners LLC, both current
Oneida shareholders. A copy of the
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press release is attached hereto as Exhibit 99.1 and is
incorporated by reference.
The information contained in Item 7.01 to this Form 8-k and
Exhibit 99.1 shall not be deemed "filed" for purposes of Section
18 of the Securities Act of 1934, nor shall they be deemed
incorporated by reference in any filing under the Securities Act
of 1933, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 10.1 Proposal to Acquire Reorganized Oneida Ltd.
dated July 14, 2006
EXHIBIT 10.2 Letter Agreement with James E. Joseph
EXHIBIT 99.1 Press Release dated July 14, 2006.
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.
ONEIDA LTD.
By: /s/ ANDREW G. CHURCH
-----------------------
Andrew G. Church
Senior Vice President &
Chief Financial Officer
Dated: July 17, 2006
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