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):
SEPTEMBER 30, 2005 (SEPTEMBER 28, 2005)
HOME INTERIORS & GIFTS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 333-62021 75-0981828
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
1649 FRANKFORD ROAD WEST
CARROLLTON, TEXAS 75007-4605
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (972) 695-1000
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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Home Interiors & Gifts, Inc. (the "Company") entered into an
amendment and waiver dated as of September 28, 2005 (the "Third Amendment"), to
its senior credit facility with the several banks and other financial
institutions from time to time parties thereto, Bear Stearns Corporate Lending
Inc., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative
agent (the "Senior Credit Facility"). The Third Amendment waives compliance by
the Company with the consolidated leverage ratio and the consolidated interest
coverage ratio from and including June 30, 2005 to but excluding November 28,
2005. The Third Amendment also, among other things, (i) limits the availability
of revolving extensions of credit under the Senior Credit Facility to $35
million at any time outstanding, (ii) imposes an additional condition precedent
to each extension of credit under the revolving portion of the Senior Credit
Facility pertaining to the amount of available cash on hand and the use of the
proceeds of such extension of credit, (iii) requires the Company to prepay the
revolving loans under certain circumstances with proceeds of cash on hand, (iv)
restricts the ability of the Company to incur certain types of debt and create
certain types of liens in excess of a specified dollar amount, (v) restricts
certain transactions among the Company and the subsidiaries of the Company which
are guarantors, on the one hand, and the Company's non-guarantor subsidiaries,
on the other hand, and (vi) suspends payment of fees in cash under the Company's
financial advisory and monitoring and oversight agreements with Hicks, Muse &
Co. Partners, L.P. during the waiver period discussed above and under periods of
default under the Senior Credit Facility.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Third Amendment and Second Waiver, dated as of September 28, 2005, to
and under the Credit Agreement, dated March 31, 2004 (as heretofore
amended, supplemented or otherwise modified) among Home Interiors &
Gifts, Inc., a Texas corporation, the several banks and other
financial institutions from time to time parties thereto, Bear
Stearns Corporate Lending Inc., as syndication agent, and JPMorgan
Chase Bank, N.A., as administrative agent for the Lenders.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HOME INTERIORS & GIFTS, INC.
Date: September 30, 2005 By: /s/ Keith S. Krzeminski
---------------------------------------
Name: Keith S. Krzeminski
Title: Senior Vice President of Finance
and Chief Financial Officer
3