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 1, 2004
PATHMARK STORES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-5287 22-2879612
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Milik Street, Carteret, New Jersey 07008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 499-3000
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 set forth under Item 2.03 "Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant" is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 1, 2004, Pathmark Stores, Inc. (the "Company") entered into
a five-year, secured $250,000,000 Amended and Restated Credit Agreement (the
"Credit Agreement") with Fleet Retail Group, Inc. as Administrative Agent and as
Collateral Agent, GMAC Commercial Finance LLC and General Electric Capital
Corporation, as co-Documentation Agents, The CIT Group/Business Credit, Inc., as
Syndication Agent, and other lenders. The Credit Agreement amends and restates
the Company's $600 million credit agreement dated September 19, 2000. The Credit
Agreement consists of a term loan facility of $70 million and a revolving credit
facility of up to $180 million (the "Revolving Facility"), each of which matures
on October 1, 2009. The Company may make borrowings under the Credit Agreement
from time to time, subject to certain conditions, including the accuracy of
various representations and warranties and the absence of defaults. As of
October 1, 2004, the Company had approximately $40.8 million of borrowings
outstanding under the Revolving Facility, not including $60.2 million of
outstanding letters of credit. Certain subsidiaries of the Company have
guaranteed the obligations of the Company under the Credit Agreement and the
Credit Agreement is secured by a perfected first priority security interest in
substantially all of the Company's tangible and intangible assets including
intellectual property, real property (including leasehold interests) and the
capital stock of certain of the Company's direct and indirect subsidiaries.
Interest on borrowings under the Credit Agreement is payable, at the
Company's election at the time of a borrowing, at a rate based on either (i) the
London InterBank Offered Rate plus a premium that can range from 150 basis
points to 225 basis points depending on the average remaining availability under
the Credit Agreement, or (ii) the greater of the prime rate or federal funds
rate plus a premium of 50 basis points. The Company will also pay a quarterly
commitment fee of 0.375% of the unused portion of the Revolving Facility. In
addition, the Company will pay fees for each letter of credit issued under the
Revolving Facility.
The Credit Agreement contains covenants that, among other things,
restrict the ability of the Company and its subsidiaries, without the approval
of the lenders, to incur certain types of indebtedness or liens, enter into new
lines of business, engage in certain mergers, consolidations, asset sales,
sale/leaseback transactions, capital expenditures, hedging transactions and
transactions with affiliates, and make certain payments, investments, loans,
advances and guarantees, subject in some cases to certain thresholds, as defined
in the Credit Agreement. The Credit Agreement also requires that the Company
maintain at least $150 million in inventory and a consolidated EBITDA (as
defined in the Credit Agreement) of at least $135 million. The Company is
required to the use the net proceeds from certain transactions, including
certain asset sales, issuances of equity securities and incurrences of
indebtedness, to prepay amounts due under the Revolving Facility.
The Credit Agreement contains various events of default, including
failure to pay principal and interest when due, breach of covenants, bankruptcy
or insolvency, default in payment of principal of or interest on any other
indebtedness in excess of $10 million when due, the occurrence of specified
ERISA events, entry of enforceable judgments against the Company in excess of
$10 million not stayed, the assertion against the Company of certain
environmental liabilities in excess of $10 million and the occurrence of a
change of control, as defined in the Credit Agreement. If an event of default
occurs, all commitments under the Credit Agreement may be terminated and all of
the Company's obligations under the Credit Agreement could be accelerated by the
lenders, causing all loans outstanding (including accrued interest and fees
payable thereunder) to be declared immediately due and payable. In the case of
bankruptcy or insolvency, acceleration of the Company's obligations under the
Credit Agreement is automatic.
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This summary is qualified in its entirety by reference to the text of
the Credit Agreement, which is incorporated herein by reference and is included
as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Amended and Restated Credit Agreement dated as of October 1, 2004,
among Pathmark Stores, Inc., the Lenders party thereto, Fleet Retail
Group, Inc. as Administrative Agent and as Collateral Agent, GMAC
Commercial Finance LLC and General Electric Capital Corporation, as
co-Documentation Agents, and The CIT Group/Business Credit, Inc., as
Syndication Agent.
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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.
PATHMARK STORES, INC.
Date: October 5, 2004 By: /s/ Marc A. Strassler
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Name: Marc A. Strassler
Title: Senior Vice President
and General Counsel