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): March 23, 2005
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 333-73107 52-2303510
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
17622 Armstrong Avenue, Irvine, CA 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 863-1171
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(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 240.13.e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On March 23, 2005, St. John Knits International, Incorporated (the
"Company") entered into a credit agreement (the "Credit Agreement") with a
syndicate of banks and other institutions led by JPMorgan Chase Bank, N.A., as
administrative agent, and J.P. Morgan Securities Inc., as sole lead arranger
and sole bookrunner, and terminated its existing amended and restated credit
agreement dated as of May 30, 2003. The Credit Agreement provides for a term
loan in the aggregate amount of up to $210,000,000 and a revolving credit
facility in the aggregate amount of up $45,000,000. The obligations of the
Company under the Credit Agreement will be guaranteed by each domestic
subsidiary of the Company. The Credit Agreement and the related guarantees
will be secured by (1) a pledge of 100% of the capital stock of each domestic
subsidiary of the Company and 65% of the capital stock of each first-tier
foreign subsidiary of the Company and (2) a security interest in, and mortgage
on, substantially all the assets of the Company and each domestic subsidiary
of the Company.
A copy of the Credit Agreement is attached to this report as Exhibit
10.1. The above description of the Credit Agreement is not complete and is
qualified in its entirety by reference to the exhibit.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Credit Agreement dated as of March 23, 2005, among St. John
Knits International, Incorporated, the Lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, and J.P.
Morgan Securities Inc., as sole lead arranger and sole book
runner.
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.
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
(Registrant)
Date: March 23, 2005 /s/ Roger G. Ruppert
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Roger G. Ruppert
Executive Vice President, Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
10.1 Credit Agreement dated as of March 23, 2005, among St. John Knits
International, Incorporated, the Lenders party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and J.P. Morgan
Securities Inc., as sole lead arranger and sole book runner.