UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 2005
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CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
Kansas 0-15782 48-0905805
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
4441 West Airport Freeway
Irving, Texas 75062
(Address of principal executive offices
and zip code)
(972) 258-8507
(Registrant's telephone
number, including area code)
N/A
(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 Instruction 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 2.03: Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
On July 18, 2005, CEC Entertainment, Inc., as guarantor ("CEC"), and its
wholly-owned subsidiary CEC Entertainment Concepts, L.P. ("Concepts"), as
borrower (CEC and Concepts are collectively referred to as the "Company"),
entered into an Amended and Restated Credit Agreement (the "Credit Agreement")
with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A.,
as syndication agent, SunTrust Bank, as documentation agent, and the lenders
party thereto. The Credit Agreement provides for an unsecured, $200 million
revolving credit facility with a term of five years. The credit facility
replaces the Company's previous $132.5 million credit facility that was
scheduled to mature in December 2005. Interest under the Credit Agreement line
of credit is dependent on earnings and debt levels of the Company and ranges
from prime or, at the Company's option, LIBOR plus 0.50% to 1.25%. Currently,
any borrowings under this Credit Agreement line of credit would be at the prime
rate or LIBOR plus 0.50%. The Credit Agreement line of credit contains certain
restrictions and conditions that require the Company to maintain a fixed charge
coverage ratio at a minimum of 1.5 to 1.0 and a maximum total funded debt to
earnings before interest, taxes, depreciation and amortization ratio of 3.0 to
1.0. Borrowings under the Credit Agreement are unsecured but the Company has
agreed to not pledge any of its existing assets to secure future indebtedness.
The Company intends to use the credit facility for working capital, capital
expenditures, permitted share repurchases and general corporate purposes,
internal growth initiatives and to fund future acquisitions.
Exhibits:
10(a)(1) Credit Agreement, in the stated amount of $200,000,000, dated
July 18, 2005, between CEC Entertainment Concepts, L.P. and Bank of
America, N.A., JP Morgan Chase Bank, N.A., SunTrust Bank, and the
other Lenders.
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.
CEC ENTERTAINMENT, INC.
Date: July 21, 2005 By:
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Christopher D. Morris
Senior Vice President, Chief Financial Officer