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 13, 2004
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Liz Claiborne, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-10689 13-2842791
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(State or other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
1441 Broadway, New York, New York 10018
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(Address of Principal Executive Offices) (Zip Code)
(212) 354-4900
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(Registrant's telephone number, including area code)
ITEM 1.01. Entry into a Material Definitive Agreement.
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The disclosure set forth below under Item 2.03 (Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant ) is hereby incorporated by reference into this Item 1.01.
ITEM 1.02. Termination of a Material Definitive Agreement.
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As discussed in Item 2.03 below, the Company entered into the New Credit
Facility, which replaces the Company's pre-existing 364-day credit facility and
three-year credit facility, both of which have terminated in connection with the
New Credit Facility.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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On October 13, 2004, Liz Claiborne, Inc. (the "Company") announced that it
entered into a $750 million, five-year revolving credit facility (the "New
Credit Facility") with a syndicate of financial institutions, led by JPMorgan
Chase Bank, as Administrative Agent, and Bank of America, N.A., Citibank, N.A.,
SunTrust Bank and Wachovia Bank, National Association, as Syndication Agents. A
portion of the New Credit Facility not in excess of $250 million shall be
available for the issuance of letters of credit. Additionally, at the request of
the Company, the New Credit Facility may be increased at any time or from time
to time by an aggregate principal amount of up to $250 million with only the
consent of the lenders (which may include new lenders) participating in such
increase. The New Credit Facility includes a $150 million multi-currency
revolving credit line, which permits the Company to borrow in U.S. dollars,
Canadian dollars and Euros. The New Credit Facility replaces the Company's
pre-existing 364-day credit facility and three-year credit facility, both of
which have terminated in connection with the Company entering into the New
Credit Facility. The New Credit Facility has substantially similar terms and
conditions to those of the credit facilities that the New Credit Facility
replaces.
The funds available under the New Credit Facility may be used to refinance
existing debt, provide working capital and for general corporate purposes of the
Borrower, including, without limitation, the repurchase of its capital stock and
the support of its commercial paper program.
The New Credit Facility will expire on October 13, 2009, at which time all
outstanding amounts under the New Credit Facility will be due and payable.
The New Credit Facility contains representations, warranties, covenants
and events of default customary for financings of this type, including, without
limitation, covenants requiring the Company to maintain a maximum ratio of
Consolidated Total Debt to Consolidated EBITDA (as such terms are described in
the New Credit Facility) and a minimum ratio of EBITDAR to Consolidated Interest
Expense plus Consolidated Rental Expense (as such terms are described in the New
Credit Facility). The New Credit Facility also includes covenants restricting
the Company's ability to incur additional debt, incur liens, merge or
consolidate with other companies, sell or dispose of its assets (including
equity interests), liquidate or dissolve, make investments, loans, advances,
guarantees and acquisitions, engage in transactions with affiliates,
and enter into businesses that are not Permitted Lines of Business (as such term
is defined in the New Credit Facility).
In the event of a default by the Company under the New Credit Facility,
JPMorgan Chase Bank may terminate the New Credit Facility and declare the loans
then outstanding, including any accrued interest thereon and all fees and other
obligations of the Company accrued under the New Credit Facility, to be due and
payable immediately.
ITEM 9.01 Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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10.1 Five-Year Credit Agreement, dated as of October 13, 2004,
among Liz Claiborne, Inc., the Lenders party thereto, Bank of
America, N.A., Citibank, N.A., SunTrust Bank and Wachovia
Bank, National Association, as Syndication Agents, and
JPMorgan Chase Bank, as Administrative Agent.
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.
LIZ CLAIBORNE, INC.
By: /s/ Nicholas Rubino
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Nicholas Rubino
Vice President, Deputy General Counsel
and Secretary
Date: October 18, 2004
EXHIBIT INDEX
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Exhibit Number Description
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10.1 Five-Year Credit Agreement, dated as of October 13, 2004,
among Liz Claiborne, Inc., the Lenders party thereto, Bank of
America, N.A., Citibank, N.A., SunTrust Bank and Wachovia
Bank, National Association, as Syndication Agents, and
JPMorgan Chase Bank, as Administrative Agent.