SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 19, 2002
TREX COMPANY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-14649 54-1910453
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
160 Exeter Drive
Winchester, Virginia 22603-8605
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (540) 542-6300
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5: Other Events
On June 19, 2002, Trex Company, Inc. (the "Company") issued a press
release announcing the completion of a refinancing of total indebtedness of
$47.6 million outstanding under its existing senior credit facility and various
real estate loans. A copy of the Company's June 19, 2002 press release is
attached hereto as Exhibit 99 and incorporated herein by reference.
The Company refinanced this indebtedness from the proceeds of its sale
of $40 million principal amount of senior secured notes due June 19, 2009 (the
"Senior Secured Notes"), which were issued and sold pursuant to the terms of a
Note Purchase Agreement, and borrowings under new real estate loans made
pursuant to the terms of a Credit Agreement that have a total principal amount
of $12.6 million. The Company also established a new $20 million revolving
credit facility pursuant to the terms of the Credit Agreement. Copies of the
Note Purchase Agreement, the Credit Agreement and related agreements are
attached hereto as Exhibits 10.1 to and 10.5 and are incorporated herein by
reference.
The foregoing description and the description in the June 19, 2002 press
release of the refinancing transactions do not purport to be complete and are
qualified in their entireties by the exhibits to this Current Report on Form
8-K.
Item 7: Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
10.1 Note Purchase Agreement, dated as of June
19, 2002, by and among Trex Company, Inc.,
TREX Company, LLC and the Purchasers listed
therein.
10.2 Credit Agreement, dated as of June 19, 2002,
among TREX Company, LLC, Trex Company, Inc. and
Branch Banking and Trust Company of Virginia.
10.3 Security Agreement, dated as of June 19, 2002, by
and among TREX Company, LLC, Trex Company, Inc.
and Branch Banking and Trust Company of Virginia,
as collateral agent.
10.4 Intercreditor and Collateral Agency
Agreement, dated as of June 19, 2002, by and
among the Noteholders named in Schedule I
therein, Branch Banking and Trust Company of
Virginia, and Branch Banking and Trust
Company of Virginia, as collateral agent.
10.5 Credit Line Deed of Trust, dated June 19,
2002, by and among TREX Company, LLC, as
grantor, BB&T-VA Collateral Service
Corporation, as trustee, and Branch Banking
and Trust Company of Virginia and Branch
Banking and Trust Company, as noteholder.
99 Press release issued on June 19, 2002.
SIGNATURE
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.
TREX COMPANY, INC.
Date: June 25, 2002 /s/ Robert G. Matheny
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Robert G. Matheny
President