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): SEPTEMBER 29, 2004
LAYNE CHRISTENSEN COMPANY
(Exact Name of Registrant as Specified in Charter)
DELAWARE 33-48432 48-0920712
--------------- ------------ --------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1900 SHAWNEE MISSION PARKWAY
MISSION WOODS, KANSAS 66205
(Address of Principal Executive Offices)
--------------------
(913) 362-0510
(Registrant's telephone number, including area code)
--------------------
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
(17 CF$ 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.
The information required by this item is included in Item 2.03 below.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT.
On October 4, 2004, Layne Christensen Company (the "Company") issued a
press release announcing the acquisition of certain assets of Beylik Drilling
and Pump Service, Inc. and the draw down of $20.0 million from the Company's
Shelf Facility with Prudential Investment Management, Inc. ("Prudential")
through the issuance of 5.4% Senior Notes, Series B, due 2011, to finance the
acquisition and for general corporate purposes. A copy of the Press Release is
attached as Exhibit 99.1.
The ability of the Company to borrow under the Shelf Facility is
subject to the Company's ongoing compliance with certain covenants, including
restrictions on the incurrence of additional indebtedness and liens,
investments, acquisitions, transfer or sale of assets, payment of dividends and
certain financial maintenance covenants, including among others, fixed charge
coverage, maximum debt to EBITDA, minimum tangible net worth and minimum asset
coverage. In addition, under the terms of the Shelf Facility, if any event of
default occurs, including payment default or insolvency of the Company,
Prudential would be entitled to accelerate any outstanding amounts owed by the
Company. As of September 29, 2004, the Company was in compliance with the
covenants set forth in the Shelf Facility.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
10.1 Master Shelf Agreement, dated as of July 31,
2003, by and among Layne Christensen
Company, Prudential Investment Management,
Inc., The Prudential Insurance Company of
America, Pruco Life Insurance Company,
Security Life of Denver Insurance Company
and such other Purchasers of the Notes as
may be named in the Master Shelf Agreement
from time to time (filed with the Company's
10-Q for the quarter ended July 31, 2003
(File No. 0-20578) as Exhibit 4(6) and
incorporated herein by reference).
99.1 Press Release issued by Layne Christensen Company,
dated October 4, 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.
LAYNE CHRISTENSEN COMPANY
Date: October 4, 2004 By: /s/ A. B. Schmitt
------------------------------
Name: Andrew B. Schmitt
Title: President and
Chief Executive Officer
-2-
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.1 Press Release issued by Layne Christensen Company,
dated October 4, 2004.
-3-