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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
April 18, 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))
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Item 7.01 Regulation FD Disclosure
On April 18, 2005, Quaker Fabric Corporation of Fall River ("Quaker"), a
wholly-owned subsidiary of Quaker Fabric Corporation (the "Company"), entered
into a commitment letter with Bank of America, N.A. (the "Bank") and Banc of
America Securities LLC ("BAS") pursuant to which the Bank agreed, subject to
certain conditions, to provide Quaker with a five (5) year, $70.0 million
secured senior credit facility (the "Senior Credit Facility") including both a
revolving credit facility (the "Revolving Credit Facility") and a term loan (the
"Term Loan") and BAS agreed to form a syndicate of financial institutions to
syndicate the facility (the "Bank Commitment Letter").
The commitments of the Bank and BAS under the Bank Commitment Letter are subject
to a number of conditions including, but not limited to, completion of the
Bank's due diligence effort, negotiation and execution of satisfactory
definitive documentation, no material adverse change in the banking or financial
markets and no material adverse change in Quaker's financial condition or
prospects for the future.
The Bank Commitment Letter also provides that advances to Quaker under the
Revolving Credit Facility would be limited to a formula based on Quaker's
accounts receivable and inventory minus an "Availability Reserve" (and such
other reserves as the Bank may establish.) In addition, all obligations to the
Bank and any other Lenders would be secured by first priority liens upon all of
Quaker's and the Company's assets and on the assets of any Guarantor, and
amortization of the Term Loan would be over a five year period beginning six
months after the closing date of the Senior Credit Facility and payments made on
a quarterly basis.
In addition, the financing agreements contemplated by the Bank Commitment Letter
are expected to include customary financial covenants, reporting obligations,
and certain affirmative and negative covenants including, but not limited to,
restrictions on dividend payments, capital expenditures, indebtedness, liens and
acquisitions and investments.
There can be no assurance that the financing transaction contemplated by the
Bank Commitment Letter will be consummated on terms acceptable to the Company,
or at all. The Company may be required to seek alternate financing sources, the
terms of which financing, if obtainable, may be disadvantageous to the Company.
Based upon the anticipated performance of the Company for the foreseeable
future, and absent appropriate additional waivers or agreements to forbear from
the Company's existing lenders, the failure to obtain new financing would likely
result in an Event of Default under the Company's existing debt agreements and
the inability to borrow under the Company's existing revolving credit facility
no later than July 16, 2005.
As of April 20, 2005, there were $3.0 million of loans outstanding under the
Company's existing revolving credit facility, approximately $4.8 million of
letters of credit and unused availability of $7.2 million.
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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: April 20, 2005 /s/ Paul J. Kelly
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Paul J. Kelly
Vice President - Finance and Treasurer
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