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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
December 16, 2004
Date of Report (Date of earliest event reported)
QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1 7023 04-1933106
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
941 Grinnell Street, Fall River, Massachusetts 02721
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 678-1951
(Former name or former address, if changed since last report.)
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:
[ ] 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 (17CFR
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
On December 16, 2004, Quaker Fabric Corporation of Fall River ("Quaker"), a
wholly-owned subsidiary of Quaker Fabric Corporation (the "Company"), and the
Company, as guarantor, entered into a lease and related lease guaranty,
respectively, to be held in escrow pending the satisfaction of various
conditions precedent, including execution and delivery of various consents and
other documents required prior to the release of the lease and guaranty from
escrow.
More specifically, Quaker has executed an eleven (11) year lease, commencing
January 1, 2005 and expiring December 31, 2016, by and between Charles McAnsin
Associates, A Limited Partnership ("McAnsin"), as Landlord, and Quaker, as
Tenant, with respect to approximately 540,000 square feet of warehousing and
manufacturing space (the "Leased Premises") located in a 600,000 square foot
facility (the "Building") at 81 Commerce Drive in Fall River, Massachusetts (the
"Lease"). Leasing this facility is intended to allow Quaker to consolidate
operations it is currently conducting in several other leased facilities in
Brockton, Massachusetts and the Fall River area under a single roof. The Lease
also grants to Quaker a "right of first offer" as to a sale by Landlord of its
interest in the Building, and provides for options, exercisable by Quaker, to
extend the term of the Lease for two (2) additional terms of five (5) years
each. The Company has entered into a related lease guaranty pursuant to which
the Company has agreed to guarantee the payment and performance of Quaker's
obligations under the Lease (the "Guaranty"). In addition, Quaker has
simultaneously entered into a Use and Occupancy Agreement by and between Quaker,
as Licensor, and Joan Fabrics Corporation, an affiliate of McAnsin ("Joan"), as
Licensee, pursuant to which Quaker has agreed to allow Licensee to occupy
portions of the Leased Premises on the terms and conditions set forth in the
Lease and the Use and Occupancy Agreement.
The Lease, the Guaranty and the Use and Occupancy Agreement (together, the
"Escrowed Documents") are being held in escrow until certain conditions
precedent are satisfied or waived, including, but not limited to, the execution
and delivery by the Fall River Redevelopment Authority of a Recognition and
Attornment Agreement and an Estoppel Certificate (the "Escrow Agreement").
Pursuant to the terms of the Escrow Agreement, if such conditions precedent are
not satisfied or waived by January 14, 2005, the Escrowed Documents will be
destroyed and have no further force or effect.
The Lease, the Guaranty, the Use and Occupancy Agreement and the Escrow
Agreement, annexed hereto as Exhibits 10.10, 10.11, 10.12 and 10.13, are hereby
incorporated by reference.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.10 Lease Agreement dated December 16, 2004 by and between Charles McAnsin
Associates, A Limited Partnership, as Landlord, and Quaker Fabric
Corporation of Fall River, as Tenant
10.11 Lease Guaranty dated December 16, 2004 executed by Quaker Fabric
Corporation, as Guarantor
10.12 Use and Occupancy Agreement dated December 16, 2004 by and between
Quaker Fabric Corporation of Fall River, as Licensor, and Joan Fabrics
Corporation, as Licensee
10.13 Escrow Agreement dated December 16, 2004 by and among Wilmer Cutler
Pickering Hale and Dorr LLP, as Escrow Agent, Quaker Fabric Corporation
of Fall River, Quaker Fabric Corporation and Charles McAnsin
Associates, A Limited Partnership
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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 thereunto duly authorized.
QUAKER FABRIC CORPORATION
(Registrant)
Date: December 17, 2004 /s/ Paul J. Kelly
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Paul J. Kelly
Vice President - Finance and Treasurer
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EXHIBIT INDEX
10.10 Lease Agreement dated December 16, 2004 by and between Charles McAnsin
Associates, A Limited Partnership, as Landlord, and Quaker Fabric
Corporation of Fall River, as Tenant
10.11 Lease Guaranty dated December 16, 2004 executed by Quaker Fabric
Corporation, as Guarantor
10.12 Use and Occupancy Agreement dated December 16, 2004 by and between
Quaker Fabric Corporation of Fall River, as Licensor, and Joan Fabrics
Corporation, as Licensee
10.13 Escrow Agreement dated December 16, 2004 by and among Wilmer Cutler
Pickering Hale and Dorr LLP, as Escrow Agent, Quaker Fabric Corporation
of Fall River, Quaker Fabric Corporation, and Charles McAnsin
Associates, A Limited Partnership
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