- --------------------------------------------------------------------------------
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
February 3, 2005
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 (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))
1
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.
On December 17, 2004, the Company reported this event on Form 8-K, with the
escrow agreement reflecting the conditions precedent associated with the release
of the lease documents from escrow attached to the December 17, 2004 Form 8-K
filing as Exhibit 10.13 (the "Escrow Agreement").
On January 14, 20 and 28, 2005, the parties to the Escrow Agreement executed
extension agreements extending the date for expiration of the Release
Conditions, as that term was defined in the Escrow Agreement, from January 14,
2005 to February 4, 2005 (the "Extension Agreements.") On February 2, 2005, all
of the Release Conditions were satisfied and the Escrowed Documents (as
hereinafter defined) were released from escrow.
More specifically, on December 16, 2004, Quaker executed an eleven (11) year
lease, commencing January 1, 2005 and expiring December 31, 2015, 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"). 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 also entered into a related
lease guaranty pursuant to which the Company agreed to guarantee the payment and
performance of Quaker's obligations under the Lease (the "Guaranty"). In
addition, Quaker 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 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.
Upon satisfaction of the Release Conditions, the Lease, the Guaranty and the Use
and Occupancy Agreement (together, the "Escrowed Documents") were released from
escrow on February 2, 2005, and the Escrowed Documents are now in full force and
effect.
2
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: February 3, 2005 /s/ Paul J. Kelly
-----------------------------------
Paul J. Kelly
Vice President - Finance and Treasurer
3