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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
Date of Report (Date of earliest event reported): August 4, 1999
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Crown Crafts, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 1-7604 58-0678148
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 644-6400
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Item 5. Other Events.
On August 11, 1999, Crown Crafts, Inc. (the "Company") entered into (i)
a $25 million revolving credit agreement (the "B of A Credit Agreement") with
Bank of America, N.A. ("B of A"); and (ii) a $60 million revolving credit
agreement (the "Wachovia Credit Agreement") with Wachovia Bank, N.A.
("Wachovia"). The B of A Credit Agreement provides for two revolving credit
facilities in the amount of $15 million (the "B of A Revolving A Credit
Facility") and $10 million (the "B of A Revolving B Credit Facility"). The
Wachovia Credit Agreement provides for two revolving credit facilities in the
amount of $15 million (the "Wachovia Revolving A Credit Facility" and, together
with the B of A Revolving A Credit Facility, referred to herein as the
"Revolving A Credit Facilities") and $30 million (the "Wachovia Revolving B
Credit Facility" and, together with the B of A Revolving B Credit Facility,
referred to herein as the "Revolving B Credit Facilities"), as well as a term
note in the amount of $15 million (the "Term Note").
Each of the Revolving A Credit Facilities requires payment of all
outstanding principal and interest thereunder on April 3, 2000 unless the
Company earlier terminates such Revolving A Credit Facility or an Event of
Default (as defined in such Revolving A Credit Facility) earlier occurs. Each of
the Revolving B Credit Facilities requires payment of all outstanding principal
and interest thereunder on January 15, 2000 unless the Company earlier
terminates such Revolving B Credit Facility, an Event of Default (as defined in
such Revolving B Credit Facility) earlier occurs, or B of A demands payment in
full of such Revolving B Credit Facility after the occurrence of a Triggering
Event (as defined in such Revolving B Credit Facility). The Term Note requires
payment of all outstanding principal and interest thereunder on January 15, 2000
unless otherwise provided in the Wachovia Credit Agreement.
The B of A Credit Agreement and the Wachovia Credit Agreement contain
customary financial covenants, including minimum revenue thresholds, maintenance
of consolidated net worth, fixed charge coverage ratios and limits on capital
expenditures. In addition, the B of A Credit Agreement and the Wachovia Credit
Agreement contain customary limitations on indebtedness, liens, transfers of
assets, investments and acquisitions, merger or consolidation transactions,
dividends, transactions with affiliates, activities under ERISA, changes in or
amendments to the Company's fiscal year or organizational documents, sale and
lease-back transactions and dissolution and liquidation of the Company.
In addition, the Company and The Prudential Insurance Company of
America ("Prudential") have amended that certain Note Agreement dated as of
October 12, 1995 between the Company and Prudential (the "Note Agreement") in
accordance with the terms of those certain letter agreements between the Company
and Prudential dated as of August 4, 1999 and August 11, 1999 (the
"Amendments"), pursuant to which the optional prepayment provisions contained in
the Note Agreement were amended, certain maturity dates under the Note Agreement
were extended, certain financial covenants contained in the Note Agreement were
adjusted, and the interest rates payable by the Company under the Note Agreement
were increased by 350 basis points effective from April 7, 1999.
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The obligations of the Company under the B of A Credit Agreement, the
Wachovia Credit Agreement and the Note Agreement, as amended by the Amendments,
are secured by (i) a pledge of (A) all or substantially all of the assets of the
Company pursuant to the terms and conditions of a Security Agreement between the
Company and Wachovia, as collateral agent for itself, B of A and Prudential (the
"Crown Crafts Security Agreement") and (B) all of the capital stock of each of
the Company's wholly-owned domestic subsidiaries pursuant to the terms and
conditions of a Stock Pledge Agreement between the Company and Wachovia, as
collateral agent for itself, B of A and Prudential (the "Crown Crafts Pledge
Agreement"); (ii) a pledge of all or substantially all of the assets of Noel
Joanna, Inc., Crown Crafts Home Furnishings, Inc., Crown Crafts Designer, Inc.,
Churchill Weavers, Inc., G.W. Stores, Inc. and Hamco, Inc., each a wholly-owned
subsidiary of the Company (collectively, the "Material Subsidiaries"), pursuant
to the terms of a Security Agreement between each of the Material Subsidiaries
and Wachovia, as collateral agent for itself, B of A and Prudential
(collectively, the "Subsidiary Security Agreements"); and (iii) a guaranty of
the Company's obligations thereunder by each of the Material Subsidiaries
pursuant to the terms of a Subsidiary Guaranty Agreement between each of the
Material Subsidiaries and each of Wachovia, B of A and Prudential (collectively,
the "Guaranty Agreements").
The descriptions contained herein of the B of A Credit Agreement, the
Wachovia Credit Agreement, the Amendments, the Crown Crafts Security Agreement,
the Crown Crafts Pledge Agreement, the Subsidiary Security Agreements and the
Guaranty Agreements are qualified in their entirety by reference to the terms of
such documents, forms of which are attached hereto as Exhibits 10.1 through
10.8, respectively, and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following is a list of the Exhibits attached hereto:
Exhibit No. 10.1* Bank of America Revolving Credit Agreement
Exhibit No. 10.2* Wachovia Revolving Credit Agreement
Exhibit No. 10.3* Amendment to Note Agreement dated August 4, 1999
Exhibit No. 10.4* Amendment to Note Agreement dated August 11, 1999
Exhibit No. 10.5 Crown Crafts Security Agreement
Exhibit No. 10.6 Crown Crafts Stock Pledge Agreement
Exhibit No. 10.7 Form of Subsidiary Security Agreement
Exhibit No. 10.8 Form of Subsidiary Guaranty Agreement
*Confidential portions omitted and filed separately with the Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CROWN CRAFTS, INC.
By: /s/ Roger D. Chittum
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Name: Roger D. Chittum
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Title: Senior Vice President
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Dated: January 12, 2000