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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): October 10, 2003
DAN RIVER INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-13421
GEORGIA 58-1854637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2291 Memorial Drive 24541
Danville, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (434) 799-7000
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Item 5. Other Events and Regulation FD Disclosure.
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We have entered into an amendment and waiver agreement with our
lending group related to our senior secured credit facility. We
stated in our Quarterly Report on Form 10-Q filed on August 12,
2003 that we anticipated we would meet our credit facility's
covenant requirements for the fiscal third quarter of 2003, but
that meeting the financial covenant requirements in the fourth
quarter of fiscal 2003 would require significant improvement in
current business activity, and that we saw little evidence of such
improvement. In fact, net sales declined in the fiscal third
quarter ended September 27, 2003 to $104 million, down $44 million
or 30% from the third quarter of fiscal 2002, which will cause our
net income, and consequently, our earnings before interest, taxes
depreciation and amortization (EBITDA) to be less than expected.
As a result, we did not meet the maximum leverage ratio covenant
contained in our credit facility for the fiscal third quarter. The
maximum leverage ratio covenant prohibits us from having a ratio
of indebtedness to EBITDA (as defined in the credit facility)
exceeding specified levels at the end of each fiscal quarter.
We have entered into an agreement with our lenders pursuant to
which the lenders waived the above-described covenant violation
which existed at the end of the fiscal third quarter. The
amendment and waiver agreement also contains, among other
provisions, new requirements specifying minimum levels of excess
availability under our revolving credit facility and monthly
operating EBITDA during the fiscal fourth quarter. Based on
current information, we believe we have sufficient liquidity under
our credit facility to provide for our anticipated working capital
needs and debt service obligations for the fiscal fourth quarter,
and we will work with our lending group to negotiate such further
amendments or waivers as will be necessary to maintain compliance
with the terms of our credit facility during fiscal 2004.
The amendment and waiver agreement is filed as Exhibit 99 to this
Current Report on Form 8-K. We expect to release additional
information on our fiscal third quarter results in early November.
FORWARD-LOOKING STATEMENTS: This Current Report on Form 8-K
contains forward-looking statements under applicable securities
laws. We believe our forward-looking statements are reasonable;
however, undue reliance should not be placed on such statements,
which are based on current expectations. Our financial condition
and results of operations could be materially and adversely
affected by numerous market and industry factors outside of our
control. In particular, weak demand for our products has had an
adverse effect on our operating results. Consequently, no
assurance can be given that we will be able to comply with the
requirements set forth in the amendment and waiver agreement. In
addition, absent improvement, the weak demand for our products
could adversely affect our negotiations with our lenders and have
a resultant material adverse effect on our liquidity. Additional
risks associated with our business are detailed in our annual
report on Form 10-K filed with the SEC on February 21, 2003.
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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.
DAN RIVER INC. (Registrant)
Date: October 14, 2003 /s/ Barry F. Shea
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Barry F. Shea
Executive Vice President -
Chief Financial Officer
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INDEX
Exhibit No. Description of Exhibit
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99 First Amendment and Waiver Agreement