UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 21, 2005
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COMMISSION REGISTRANT, STATE OF INCORPORATION I.R.S. EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
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33-93644 DAY INTERNATIONAL GROUP, INC. 31-1436349
(INCORPORATED IN DELAWARE)
130 WEST SECOND STREET
DAYTON, OHIO 45402
TELEPHONE: (937) 224-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants 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 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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On October 21, 2005, Day International Group, Inc. (the "Company") entered into
a commitment letter with Goldman Sachs Credit Partners L.P. ("GSCP") under which
GSCP committed to provide up to (i) $250.0 million under a senior first lien
secured term loan facility, (ii) $25.0 million under a senior first lien secured
revolving credit facility and (iii) $140.0 million under a senior second lien
secured term loan facility (collectively, the "Facilities"). The Company intends
to use the proceeds of the Facilities to repay or redeem substantially all of
its outstanding indebtedness, redeem certain of its outstanding preferred stock
and pay fees and expenses related to such transactions. The closing and funding
of the Facilities are conditioned on the satisfaction of certain customary
conditions including the Facilities being assigned a credit rating by certain
ratings agencies.
ITEM 8.01. OTHER EVENTS
On October 25, 2005 the Company announced that it commenced a cash tender offer
and consent solicitation for all of its outstanding 9 1/2% Senior Subordinated
Notes due 2008. A copy of the Company's October 25, 2005 press release making
the announcement is attached hereto as Exhibit 99.1 and is incorporated in this
Item 8.01 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by the Company on October 25, 2005,
announcing the commencement of its cash tender offer and
consent solicitation for all outstanding 9 1/2% Senior
Subordinated Notes due 2008.
This material contains forward-looking statements within the meaning of the
Securities Act of 1933. These are subject to certain risks and uncertainties,
including those identified below, which could affect the Company's actual
results and cause such results to differ materially from those expressed in
forward-looking statements. The words "believe," "anticipate," "expect,"
"intend," "will likely result," "will continue," and similar expressions
identify forward-looking statements. Factors that could cause actual results to
differ materially from the forward-looking statements include but are not
limited to (i) the effect of leverage, including the limitations imposed by the
Company's various debt instruments; (ii) risks related to significant operations
in foreign countries, including the translation of operating results to the U.S.
dollar; (iii) the timely development and market acceptance of new products; (iv)
the impact of competitive products and pricing; (v) the effect of changing
general and industry specific economic conditions; (vi) the impact of
environmental regulations; and (vii) the potential for technology obsolescence.
While made in good faith and with a reasonable basis based on information
currently available to the Company's management, there is no assurance that any
such forward-looking statements will be achieved or accomplished. The Company is
under no obligation to update any forward-looking statements to the extent it
becomes aware that they are not achieved or likely to be achieved for any
reason.
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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 hereunto duly authorized.
DAY INTERNATIONAL GROUP, INC.
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(Registrant)
By: /s/ Thomas J. Koenig
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Name: Thomas J. Koenig
Title: Vice-President and
Chief Financial Officer
Date: October 27, 2005
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by the Company on October 25, 2005,
announcing the commencement of its cash tender offer and
consent solicitation for all outstanding 9 1/2% Senior
Subordinated Notes due 2008.
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