U.S. 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: September 20, 2006
(Date of earliest event reported)
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1373 Broadway, Albany, New York 12204
(518) 445-2200
(Address and telephone number of the registrant's principal executive offices)
Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On September 20, 2006, the parties to the Receivables Sale Agreement, dated as
of September 21, 2001 (the "RS Agreement") among Albany International
Receivables Corporation ("AIRC"), Albany International Corp. (the "Company"),
ABN AMRO Bank N.V., as agent for the purchaser, the committed purchasers party
thereto, and Amsterdam Funding Corporation, a Delaware corporation, terminated
such agreement. A copy of the termination and release agreement is furnished as
Exhibit 99.1 to this report. At the same time, AIRC repurchased from ABN AMRO
Bank N.V., as agent for the purchasers, the entire interest of the agent and the
purchasers in receivables originated by the Company and its subsidiaries.
AIRC is a "Qualified Special Purpose Entity" under Financial Accounting
Standards Board No. 140 and is a wholly owned subsidiary of Albany International
Corp. ABN AMRO Bank N.V. is a lender under the Company's primary revolving
credit facility and may provide other banking and financial services to the
Company from time to time.
Also on September 20, 2006, the Company, AIRC and certain subsidiaries of the
Company parties to the Purchase and Sale Agreement (the "PS Agreement"), dated
as of September 28, 2001 (as amended), terminated such agreement. A copy of the
termination and release agreement is furnished as Exhibit 99.2 to this report.
At the same time, the Company and such subsidiaries repurchased all outstanding
accounts receivable previously sold to AIRC.
Reference is made to Note 6 of the Notes to Consolidated Financial Statements in
Item 8 of the Company's Annual Report on Form 10-K for the year ended December
31, 2005, for a discussion of the accounts receivable trade securitization
program effectively terminated as the result of these events.
Signature
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.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
-------------------------
Name: Charles J. Silva, Jr.
Title: Vice President - General Counsel and Secretary
Date: September 25, 2006
Index to Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Termination and Release Agreement (dated September 20,
2006), among the Registrant, Albany International
Receivables Corporation, ABN AMRO Bank of N.V., as the
agent of certain purchasers party thereto, and Amsterdam
Funding Corporation.
99.2 Termination and Release Agreement (dated September 20,
2006), among the Registrant, Albany International
Receivables Corporation, and certain subsidiaries of the
Registrant.