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This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009. OTHER
MATTERS
As of the date of this proxy statement, management knows of no
business that will be presented for consideration at the 2009
annual meeting other than the items referred to above. If any
other matter is properly brought before the meeting for action
by stockholders, proxies in the enclosed form returned to us
will be voted in accordance with the recommendation of the Board
or, in the absence of such a recommendation, in accordance with
the best judgment of the proxy holders.
This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. OTHER
MATTERS
As of the date of this proxy statement, we know of no business
that will be presented for consideration at the 2008 annual
meeting other than the items referred to above. If any other
matter is properly brought before the meeting for action by
stockholders, proxies in the enclosed form returned to us will
be voted in accordance
Table of Contents
with the recommendation of the Board or, in the absence of such
a recommendation, in accordance with the best judgment of the
proxy holders.
This excerpt taken from the XIDE DEF 14A filed Jul 16, 2007. OTHER
MATTERS
As of the date of this proxy statement, we know of no business
that will be presented for consideration at the 2007 annual
meeting other than the items referred to above. If any other
matter is properly brought before the meeting for action by
shareholders, proxies in the enclosed form returned to us will
be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in
accordance with the best judgment of the proxy holders.
This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. OTHER
MATTERS
As of the date of this proxy statement, we know of no business
that will be presented for consideration at the 2006 annual
meeting other than the items referred to above. If any other
matter is properly brought before the meeting for action by
shareholders, proxies in the enclosed form returned to us will
be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in
accordance with the best judgment of the proxy holders.
This excerpt taken from the XIDE 10-K filed Mar 1, 2005. (30) OTHER MATTERS
These consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business. The ability of the Company to continue as a going concern is predicated upon, among other things, compliance with the provisions of current borrowing arrangements, the ability to generate cash flows from operations and, where necessary, obtaining financing sources sufficient to satisfy the Company’s future obligations, as well as certain contingencies described in Note 19. Principally as a result of the dramatic increase in lead costs year on year and the resultant adverse impact upon the Company’s results, in November 2004, the Company was required to obtain amendments to certain financial covenants with respect to earnings before interest, taxes, depreciation, amortization and restructuring (“EBITDAR”) and leverage contained in its Senior Secured Credit Facility (the “Credit Agreement”). Due to the fact that the Company failed to satisfy its leverage ratio covenant as of December 31, 2004 under the Credit Agreement, in February 2005, the Company received a waiver of the leverage ratio covenant from its lenders, as well as amendments relating to the Company’s proposed senior note offering. The Company has also obtained further amendments to certain financial covenants as of March 31, 2005 and forecasts it will comply with its covenants through March 31, 2005. Although there can be no assurances, the Company believes, taking into account the Credit Agreement amendments and based upon its updated financial forecasts and plans, that it will comply with the covenants contained in its Credit Agreement for the foreseeable future. These forecasts and plans are based in part on the Company’s belief that it will complete the proposed senior note offering prior to March 31, 2005. However, there can be no assurance the senior note offering will be completed. If the financing is not completed, based upon the Company’s forecast and plans, it would expect to also need to obtain covenant amendments for June 30, 2005 and beyond.
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Table of ContentsEXIDE TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Cash contributions to the Company’s pension plans are generally made in accordance with minimum regulatory requirements. Because of the downturn experienced in global equity markets and ongoing benefit payments, the Company’s North American plans are currently significantly under-funded. Based on current assumptions and regulatory requirements, the Company’s minimum future cash contribution requirements for its North American plans are expected to increase significantly in future fiscal years. On November 17, 2004, the Company received written notification of a tentative determination from the Internal Revenue Service (“IRS”) granting a temporary waiver of its minimum funding requirements for its North American plans for calendar years 2003 and 2004, amounting to approximately $50,000, net, under Section 412(d) of the Internal Revenue Code, subject to providing a lien satisfactory to the Pension Benefit Guaranty Corporation (“PBGC”) within sixty days of such written notice to secure such waived amounts, as well as other customary conditions. On January 15, 2005, the Company submitted to the IRS a request for modification of its funding waiver application to secure an additional 60 days to negotiate an acceptable lien with the PBGC. The temporary waiver provides for deferral of the Company’s minimum contributions for those years to be paid over a subsequent five-year period. The Company is permitted by its senior credit facility, to the extent agreed to by the administrative agent, to grant the PBGC second-priority liens on its U.S. assets. If the PBGC demands that the Company also grant liens on the assets of its non-U.S. subsidiaries, the Company would be required to obtain the consent of the lenders under its senior credit facility. If such lenders do not consent, if the liens cannot be agreed upon with the PBGC or if the IRS does not extend the period to implement the liens, the Company will be required to fund the approximately $50,000 in contributions, of which approximately $24,000 may be due immediately and the balance would be required to be paid by September 15, 2005. In addition, the Company could be subject to potentially significant excise tax penalties and interest. The Company continues to discuss with the PBGC the provisions of a proposed lien. In the course of these discussions, the Company has been asked by the PBGC whether the proceeds of this offering could be used to pay the Company’s minimum funding requirements and whether a temporary waiver from the IRS is necessary.
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Table of ContentsEXIDE TECHNOLOGIES AND SUBSIDIARIES
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