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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 31, 2001
(Date of earliest event reported)
ACE CASH EXPRESS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-20774 75-2142963
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
1231 GREENWAY DRIVE, SUITE 600
IRVING, TEXAS 75038
(Address of principal executive offices)
(972) 550-5000
(Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former Name or Former Address,
if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 31, 2001, Ace amended its existing Amended and Restated Credit
Agreement with a syndicate of bank lenders led by Wells Fargo Bank Texas,
National Association, as agent, and amended its existing Amended and Restated
Collateral Trust Agreement with the bank lenders, its other secured lenders, and
Wilmington Trust Company as collateral trustee. The amendment to the credit
agreement was prompted by the scheduled expiration on that date of Ace's credit
facilities under that credit agreement.
The amendment to the credit agreement:
o Extended Ace's $155 million revolving line-of-credit facility and $55
million term-loan facility to April 30, 2002.
o Converted Ace's $25 million temporary revolving advance facility, which
was available for only 25 days during a 12-month period, to a
"seasonal" revolving credit facility that is available to Ace on a
daily basis from January 1 until March 31, 2002; the interest rate on
this facility is the prime rate publicly announced by Wells Fargo Bank
Texas, National Association, from time to time (the "Prime Rate") plus
3%.
o Increased the interest rate on the revolving line-of-credit facility to
a variable annual rate equal to, at Ace's option, either the Prime Rate
plus 3% or the London Interbank Offered Rate ("LIBOR") plus 4%.
o Increased the interest rate on the term-loan facility to a variable
annual rate equal to, at Ace's option, either the Prime Rate plus 3% or
LIBOR plus 4%.
o Requires Ace to pay the lenders $3.5 million of principal of the
outstanding term loan on February 28, 2002, and an additional $1.65
million of principal of the outstanding term loan on March 31, 2002;
each such payment of principal must also be accompanied by the payment
of all accrued interest on the outstanding principal of the term loan.
o Requires Ace to pay the lenders the net proceeds over $1 million of any
sale of Ace's assets outside of the ordinary course of business, to be
applied to reduce the outstanding seasonal revolving credit loans or,
if no such loans are outstanding, the outstanding term loan.
o Includes covenants that restrict Ace from making, or agreeing or
committing to make, any acquisition of stores, from entering into any
additional lease agreements or opening any new stores, from spending
amounts to construct or finish out any new stores other than the stores
that Ace had committed to lease or construct or finish out as of
December 31, 2001, or from making capital expenditures in excess of $2
million (in addition to the permitted new-store finish-out
expenditures), in each case on or before April 30, 2002 without the
lenders' prior written consent.
o Includes Ace's obligation to pay commitment fees for the revolving
line-of-credit and term-loan facilities of $1.05 million on each of
January 1 and March 1, 2002, and a commitment fee for the seasonal
revolving credit facility of $250,000 on March 31, 2002.
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o Includes Ace's obligation to pay the lenders an additional commitment
fee equal to 0.5% per annum of the average daily unused portion of the
revolving line-of-credit and seasonal revolving credit facilities.
o Includes Ace's obligation to pay the lenders a fee equal to 0.5% of all
of the credit facilities available to Ace (i.e., $1.175 million) if Ace
sells, or enters into a binding agreement to sell, all or substantially
all of its outstanding stock or assets, including by any merger,
consolidation, share exchange, or other reorganization, on or before
April 30, 2002 or within 120 days thereafter.
In all other material respects, the terms of the existing credit agreement
remain in effect.
The amendment to the collateral trust agreement was made to conform the terms of
that agreement to terms of the credit agreement as amended.
Ace intends to continue to pursue its proposed private placement of senior
secured debt securities, and anticipates that it will also pursue debt capital
from other sources, with the objective to revise its existing bank indebtedness
and credit facilities. If Ace is unable to obtain capital from one or more other
sources to achieve its objective by April 30, 2002, it may be required to
attempt to obtain a further renewal or extension of its credit facilities from
the existing syndicate of bank lenders.
Forward-looking Statements: This Report contains, and from time to time Ace or
certain of its representatives may make, "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
generally identified by the use of words such as "anticipate," "expect,"
"estimate," "believe," "intend," "plan," "should," "would," and terms with
similar meanings. Although Ace believes that the current views and expectations
reflected in these forward-looking statements are reasonable, those views and
expectations, and the related statements, are inherently subject to risks,
uncertainties, and other factors, many of which are not under Ace's control and
may not even be predictable. Those risks, uncertainties, and other factors could
cause the actual results to differ materially from these in the forward-looking
statements. Those risks, uncertainties, and factors include, but are not limited
to, many of the matters described in Ace's Annual Report on Form 10-K for its
fiscal year ended June 30, 2001 and its other public filings: Ace's
relationships with Travelers Express Company, Inc. and its affiliates, with
Goleta National Bank, and with the bank lenders; governmental regulation of
check-cashing, short-term consumer lending, and related financial services
businesses; the results of litigation and regulatory proceedings regarding
short-term consumer lending activities; theft and employee errors; the
availability of suitable locations, acquisition opportunities, adequate
financing, and experienced management employees to implement Ace's growth
strategy; the fragmentation of the check-cashing industry and competition from
various other sources, such as banks, savings and loans, short-term consumer
lenders, and other similar financial services entities, as well as retail
businesses that offer products and services offered by Ace; the terms and
performance of third-party products and services offered at Ace's locations; and
customer demand and response to products and services offered by Ace. Ace
expressly disclaims any obligation to update or revise any of these
forward-looking statements, whether because of future events, new information, a
change in Ace's views or expectations, or otherwise. Ace makes no prediction or
statement about the performance of Ace's Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
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(c) Exhibits. The following exhibits are filed herewith
in accordance with the provisions of Item 601 of
Regulation S-K:
10.1 Third Amendment to Amended and Restated
Credit Agreement dated December 31, 2001, by
and among the Registrant, Wells Fargo Bank
Texas, National Association, as agent for
the lenders named therein, and the lenders
named therein, with the Schedule and the
Exhibit thereto.
10.2 Second Amendment to Amended and Restated
Collateral Trust Agreement dated December
31, 2001, by and among the Registrant, Wells
Fargo Bank Texas, National Association, as
agent, Travelers Express Company, Inc.,
Principal Life Insurance Company, and
Wilmington Trust Company as collateral
trustee.
[SIGNATURE PAGE FOLLOWS]
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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 thereunto duly authorized.
Dated: January 4, 2002 ACE CASH EXPRESS, INC.
(Registrant)
By: /s/ JOE W. CONNER
--------------------------
Joe W. Conner
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
10.1 Third Amendment to Amended and Restated Credit
Agreement dated December 31, 2001, by and among the
Registrant, Wells Fargo Bank Texas, National
Association, as agent for the lenders named therein,
and the lenders named therein, with the Schedule and
the Exhibit thereto.
10.2 Second Amendment to Amended and Restated Collateral
Trust Agreement dated December 31, 2001, by and
among the Registrant, Wells Fargo Bank Texas,
National Association, as agent, Travelers Express
Company, Inc., Principal Life Insurance Company, and
Wilmington Trust Company as collateral trustee.
</Table>