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UNITED STATES
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: APRIL 2, 2006
(Date of earliest event reported)
LIBBEY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12084 34-1559357
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
300 MADISON AVENUE
TOLEDO, OHIO 43604
(Address of principal executive offices, including zip code)
(419) 325-2100
(Registrant's telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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 a Material Definitive Agreement.
On April 2, 2006, Libbey, Inc., a Delaware corporation ("Libbey"), and its
wholly-owned subsidiaries Libbey Mexico, S. de R.L. de C.V., a Mexican
Sociedad de Responsabilidad Limitada de Capital Variable, Libbey Europe,
B.V., a limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) organized under the laws of the Netherlands, and LGA3
Corporation, a Delaware corporation (collectively, the "Purchasers"),
entered into a Purchase Agreement ("Purchase Agreement") with Vitro, S.A.
de C.V., a Mexican Sociedad Anonima de Capital Variable ("Vitro"), Crisa
Corporation, a Delaware corporation (together with Vitro, the "Sellers"),
Crisa Libbey S.A. de C.V., a Mexican Sociedad Anonima de Capital Variable
("Crisa Libbey"), Vitrocrisa Holding, S. de R.L. de C.V., a Mexican
Sociedad de Responsabilidad Limitada de Capital Variable ("VC Holding"),
Vitrocrisa S. de R.L. de C.V., a Mexican Sociedad de Responsabilidad
Limitada de Capital Variable ("Vitrocrisa"), Vitrocrisa Comercial, S. de
R.L. de C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital
Variable ("VC Comercial"), Crisa Industrial, L.L.C., a Delaware limited
liability company (collectively with Crisa Libbey, VC Holding, Vitrocrisa
and VC Comercial, "Crisa"). Pursuant to the Purchase Agreement, the
Purchasers will acquire from the Sellers their remaining 51% of the equity
interests in Crisa for a total purchase price of $80 million in cash.
Following the closing, the Sellers will bear responsibility for certain
liabilities associated with Crisa and will provide transition services to
Crisa, including the services of one key member of management of Crisa. The
transactions are expected to close on or prior to May 31, 2006, but are
subject to a number of conditions set forth in the Purchase Agreement,
including Purchasers' ability to obtain financing that is sufficient to
refinance Purchasers' existing debt and Crisa's existing debt of
approximately $65 million. If the parties are unable to consummate the
transactions by May 31, 2006, under certain circumstances the Purchasers
would be required to pay the Sellers a $3 million break-up fee.
At the closing, the parties to the Purchase Agreement will enter into a
Non-Competition Agreement, pursuant to which the Sellers will be required
to make certain payments to the Purchasers if the Sellers directly or
indirectly engage in competition with Crisa in Mexico or certain other
regions at any time within five years after the closing. Subject to limited
exceptions, the Purchase Agreement prohibits the Sellers from competing
with Crisa in other regions at any time within five years after the
closing.
In addition, on April 2, 2006, Vitro, Crisa Texas Ltd DBA Crisa Ltd., a
Texas limited partnership ("Crisa Ltd"), as successor to Crisa Corporation,
a Texas corporation; VC Comercial, as successor to Vitrocrisa
(collectively, the "Vitro Parties"), Libbey, and Libbey Glass Inc., a
Delaware corporation (together with Libbey, the "Libbey Parties") entered
into a Second Amendment to Amended and Restated Distribution Agreement (the
"Second Amendment"), further amending the Amended and Restated Distribution
Agreement, dated August 29, 1997, as amended May 1, 2003. The Second
Amendment to Distribution Agreement provides that the Libbey Parties will
not be obligated to pay Crisa Ltd any profit sharing payments with respect
to products of VC Comercial shipped and invoiced by the Libbey Parties on
or after February 1, 2006, unless and until the aggregate amount of profit
sharing that the Libbey Parties would have otherwise been obligated to pay
to Crisa Ltd exceeds $3 million. The Second Amendment also provides that
the Libbey Parties would be required to make all of such profit sharing
payments to Crisa Ltd if the Purchase Agreement is terminated in accordance
with its terms and the stockholders of Vitro have approved the consummation
of the transactions contemplated by the Purchase Agreement.
The foregoing description of the Purchase Agreement, including the
Non-Competition Agreement, the Second Amendment and the transactions
contemplated thereby, is qualified in its entirety by reference to
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the complete text of the Purchase Agreement, including the Form of
Non-Competition Agreement, and the Second Amendment.
Item 8.01. Other Events.
On April 3, 2006, Libbey Inc. issued a press release announcing it has entered
into a definitive agreement to acquire from Vitro, S.A. de C.V. (Vitro) its 51
percent of Vitrocrisa Holdings, S de R.L. de C.V. and related companies (Crisa),
bringing Libbey's ownership of Crisa to 100 percent. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01.
(d) Exhibits.
99.1 Press Release dated April 3, 2006.
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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 hereunto duly authorized.
Dated: April 3, 2006
LIBBEY INC.
By: /s/ Scott M. Sellick
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Name: Scott M. Sellick
Title: Vice President, Chief Financial
Officer (Principal Accounting
Officer)
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Exhibit Index
Exhibit No. Description Page No.
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99.1 Text of press release dated April 3, 2006 E-1