UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 3, 2004
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FRANK'S NURSERY & CRAFTS, INC.
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(Exact name of registrant as specified in its Charter)
Delaware 0-50158 47-0863558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
580 Kirts Blvd., Suite 300, Troy, Michigan 48084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 712-7000
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Not applicable
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(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 (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
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 3, 2004, Frank's Nursery & Crafts, Inc., a Delaware
corporation (the "Company"), entered into an amendment (the "Amendment") to its
credit facility with Kimco Capital Corp ("Kimco"). In June 2004, the Company and
Kimco had entered into an amendment to the Kimco credit facility which provided
for additional overline revolving loan advances of up to $15 million, with such
additional advances available only in the Company's 4-week accounting periods
ending October 3, 2004 and October 31, 2004 and such advances not to exceed $1
million and $6 million in those periods respectively, unless otherwise consented
to by Kimco. Pursuant to the Amendment, such additional advances are now
available only in the Company's 4-week accounting period ending September 5,
2004 and such advances shall not exceed $1 million in such period, unless
otherwise consented to by Kimco. An amendment fee of $25,000 was paid to Kimco
by the Company for the Amendment.
On September 9, 2004, the Company entered into a $27.5 million
debtor-in-possession financing facility with Kimco Capital Corp. which will
provide the Company with funds to dispose of its assets in a timely manner.
Kimco Capital Corp. is an affiliate of (i) Kimco Realty Services, Inc.
which is the beneficial owner of 51.9% of the Company's common stock (based on
the most recent information available to the Company), (ii) Kimco Select
Investments, and (iii) Kimco Realty Corporation. A portion of the credit
facility has been participated by Kimco Capital Corp. to Third Avenue Trust
and/or its designees, which, collectively with its affiliates, is the beneficial
owner of 22.6% of the Company's common stock (based on the most recent
information available to the Company). Kimco Realty Corporation and its
affiliates are the lessors of six of the Company's retail stores and a common
area relating to another of the Company's retail stores.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On September 8, 2004, the Company filed a voluntary petition, in the
United States Bankruptcy Court for the Southern District of New York, for
protection under Chapter 11 of the United States Bankruptcy Act, as amended. On
September 8, 2004, the Company issued a press release related to the foregoing,
a copy of which is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibit is filed with this report:
99.1 Press Release issued September 8, 2004.
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 hereunto duly authorized.
FRANK'S NURSERY & CRAFTS, INC.
Date: September 10, 2004 By: /s/ Alan J. Minker
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Alan J. Minker
Senior Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated September 8, 2004