Lazare Kaplan International, Inc.
06 January 2010 - 9:50AM
PR Newswire (US)
NEW YORK, Jan. 5 /PRNewswire-FirstCall/ -- Lazare Kaplan
International Inc. (AMEX:LKI) (the "Company") announced today that,
in connection with its efforts to resolve the material
uncertainties preventing it from timely filing its periodic reports
under the Securities Exchange Act of 1934 ("Exchange Act"), the
Company filed claims under certain of its insurance policies (the
"Insurance Policies"). Discussions of such material uncertainties
have been previously disclosed by the Company on its Forms 8-K
filed with the Securities and Exchange Commission on September 1,
2009, September 16, 2009, October 8, 2009 and October 21, 2009. On
January 2, 2010, in connection with such claims, the Company and
certain insurers of the Company and underwriters (collectively, the
"Underwriters") of the Insurance Policies, entered into an
Agreement for Interim Payment (the "Agreement"). Pursuant to the
Agreement, the Underwriters agree to pay to the Company, prior to
conclusion of their claim investigation, (a) an interim payment of
$28 million pursuant to claims made by the Company under the
Insurance Policies, and (b) the Company's "sue and labor" costs and
expenses. Except with respect to any rights of subrogation, the
Underwriters waive and release any right to recover the interim
payment, directly or indirectly by any means, from the Company
either by way of offset, setoff, recoupment, counterclaim or
otherwise. In return, the Company waives all rights at law, equity
or otherwise to pursue claims for consequential, extra-contractual
or tort-like claims against the Underwriters in their capacity as
having subscribed to the Insurance Policies, and agrees to pursue
only such indemnity under the Insurance Policies that provably
exceeds the interim payment. The Company is continuing to discuss
with the Underwriters claims that it believes provably exceed such
interim payment. Pursuant to the Agreement, the Underwriters have
committed to reach a decision by May 3, 2010 as to whether the
Company has coverage under the Insurance Policies with respect to
the claims and, if so, the amount of payment for the same. The
interim payment by itself does not resolve the material
uncertainties, and the Company is continuing to pursue final
resolution thereof through its remaining claims under the Insurance
Policies as well as other strategies. The Company also announced
today the following: $25.0 Million Facility On February 19, 2008,
Lazare Kaplan Belgium NV, a subsidiary of the Company (the
"Subsidiary"), and Antwerp Diamond Bank NV ("ADB") entered into a
Credit Confirmation Letter (the "Credit Letter"), pursuant to which
ADB granted to the Subsidiary an uncommitted US$25 million credit
facility (the "$25M Facility"). The Subsidiary previously used the
$25M Facility from time to time for working capital purposes;
however, as of December 29, 2009, there were no amounts outstanding
under the $25M Facility. On December 29, 2009, ADB delivered a
notice to the Subsidiary, stating that in accordance with the terms
of the Credit Letter, it is terminating the $25M Facility as of
January 28, 2010. There are no material early termination penalties
to be incurred by the Company or the Subsidiary as a result of the
termination of the Facility. $45.0 Million Facility On February 20,
2008, the Company and ADB entered into a Credit Confirmation
Agreement (the "Credit Agreement"), pursuant to which ADB granted
to the Company an uncommitted US$45 million credit facility (the
"$45M Facility"). The Company uses the $45M Facility for working
capital purposes. As of December 30, 2009, approximately $43
million was reflected as outstanding under the $45M Facility by
ADB. On December 30, 2009, ADB delivered a notice to the Company,
stating that in accordance with the terms of the Credit Agreement,
it is terminating the $45M Facility on March 1, 2010. Pursuant to
such notice, ADB is claiming that the outstanding principal balance
due and owing under the $45M Facility, as set forth above, plus
accrued and unpaid interest, costs, charges and fees (including
attorneys' fees) shall be due and payable on such termination date,
which aggregate amount the Company has not as of yet ascertained.
The Company sharply disputes ADB's claim that it has the right
under the Credit Agreement to terminate the $45M Facility at this
time. The Company believes that it has material defenses and
counterclaims to any legal action that might be filed by ADB on the
basis of the asserted termination. The Company expects to be in
discussions with ADB to amicably resolve these matters, of which
there can be no assurance of success. AMEX Listing On December 31,
2009, the Company submitted to NYSE Regulation (the "Staff"), on
behalf of NYSE AMEX LLC (the "Exchange"), a supplement to its Plan
of Compliance originally submitted to the Staff on October 7, 2009,
requesting an extension of the Exchange's delisting deadline to May
31, 2010, which would give the Company the time it believes
necessary to prepare and file all delinquent Exchange Act reports.
The Staff is currently reviewing the request. Lazare Kaplan
International, Inc. sells its diamonds and jewelry products through
a worldwide distribution network. The Company is noted for its
ideal cut diamonds, which it markets internationally under the
brand name, Lazare Diamonds®. Except for historical information
contained herein, the statements in this release are
forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause the Company's actual results in
future periods to differ materially from forecasted results. Those
risks include a softening of retailer or consumer acceptance of, or
demand for, the Company's products, pricing pressures, adequate
supply of rough diamonds, liquidity, and other competitive factors.
The information contained in this press release is accurate only as
of the date issued. Investors should not assume that the statements
made in these documents remain operative at a later time. Lazare
Kaplan International Inc. undertakes no obligation to update any
information contained in this news release. DATASOURCE: Lazare
Kaplan International Inc. CONTACT: Edward Nebb, Comm-Counsellors,
LLC for Lazare Kaplan International Inc., +1-203-972-8350
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