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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): November 1, 2004
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
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))
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Item 1.01 Entry into a Material Definitive Agreement.
The information included pursuant to Item 2.03 is incorporated under
this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
On November 1, 2004 the bankruptcy court granted approval, on an
interim basis, for an additional new $10 million senior, secured credit
facility to be provided by certain of the Company's existing bondholders.
The new $10 million facility will be senior to the Company's existing
Debtor-in-Possession (DIP) revolving credit facility and DIP term loan.
The terms of the bondholder facility generally are expected to be
similar to the DIP revolving credit facility, although the bondholder
facility will not require the Company to satisfy financial covenants
requiring it to maintain minimum levels of earnings before certain
corporate items, interest, taxes, depreciation, and amortization or adhere
to a weekly cash flow budget, and is expected to provide relief from
certain of the other covenants and restrictions contained in the DIP
facility. The bondholder facility is expected to impose restrictions
relating to, among other things, capital expenditures, asset sales,
incurrence or guarantee of debt, acquisitions, sale of receivables, certain
payments and investments, affiliate and subsidiary transactions, payment of
dividends and repurchases of stock, derivatives, and excess cash. The
bondholder facility is secured by substantially all of the assets of the
Company.
The bankruptcy court approval was made on the basis of a term sheet
provided by the bondholders, and the parties are preparing appropriate loan
documentation reflecting the terms described above, as well as such other
terms as they may agree upon. A final hearing on the new $10 million
credit facility will be held on December 9, 2004.
Item 8.01 Other Events.
On November 3, 2004, the Company issued a press release reporting that
it has received financing commitment letters from potential lenders for the
funding required to emerge from Chapter 11 in January 2005 and that on
November 1, 2004 the bankruptcy court granted approval for the Company to
use cash collateral to fund its current and ongoing operations and
approved, on an interim basis, an additional new $10 million senior,
secured credit facility to be provided by certain of the Company's existing
bondholders.
The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated November 3, 2004
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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: November 4, 2004 /s/ Harry L. Goodrich
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Harry L. Goodrich
Vice President
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release dated November 3, 2004