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):
January 20, 2005
Lexmark International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14050 06-1308215
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky 40550
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (859) 232-2000
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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 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Lexmark International, Inc., a Delaware corporation (the "company"), entered
into a $300 million 5-year Credit Agreement (the "Credit Agreement") on and
effective as of January 20, 2005 (the "Effective Date") by and among the
company, JPMorgan Chase Bank, N.A., as Administrative Agent, Fleet National Bank
and Citibank, N.A. as Co-Syndication Agents, KeyBank National Association and
SunTrust Bank as Co-Documentation Agents and each other institutional lender
signatory thereto.
The Credit Agreement provides for a 5-year senior, unsecured, multicurrency
revolving credit facility that includes the availability of swingline loans and
multicurrency letters of credit. Under certain circumstances, the aggregate
amount available under the facility may be increased to a maximum of $500
million. Interest on all borrowings under the Credit Agreement is determined
based upon several alternative interest rates, including a rate based on LIBOR.
The Credit Agreement contains customary affirmative and negative covenants and
also contains certain financial covenants, including those relating to (a) a
minimum interest coverage ratio (consolidated EBITDA/consolidated interest
expense) of not less than 4.0 : 1.0 and (b) a maximum leverage ratio
(consolidated total indebtedness/consolidated EBITDA) of not more than 3.0 :
1.0. The Credit Agreement limits, among other things, the company's
indebtedness, liens and fundamental changes to its structure and business.
The Credit Agreement includes usual and customary events of default (subject to
applicable grace periods) for facilities of this nature and provides that, upon
the occurrence of an event of default, payment of all amounts due under the
Credit Agreement may be accelerated and/or the lenders' commitments may be
terminated. In addition, upon the occurrence of certain insolvency or bankruptcy
related events of default, all amounts payable under the Credit Agreement shall
automatically become immediately due and payable, and the lenders' commitments
shall automatically terminate.
As of the Effective Date, there are no loans or letters of credit outstanding
under the Credit Agreement. The foregoing summary of the terms of the Credit
Agreement is qualified in its entirety by reference to the Credit Agreement,
which is attached as Exhibit 10.1 to this Form 8-K.
The Credit Agreement replaces the company's current $300 million 3-year
Multicurrency Revolving Credit Agreement entered into on May 29, 2002 by the
company and Fleet National Bank, as Administrative Agent, JPMorgan Chase Bank
and Citicorp USA, Inc. as Co-Syndication Agents, Key Corporate Capital Inc. and
SunTrust Bank as Co-Documentation Agents and each other institutional lender
signatory thereto (the "Fleet Credit Agreement"), which agreement was terminated
on and effective as of the Effective Date of the Credit Agreement. The Fleet
Credit Agreement allowed for swingline loans and the issuance of multicurrency
letters of credit under the credit facility. Interest on all borrowings was
determined based upon several alternative rates, including a rate based on
LIBOR. The Fleet
Credit Agreement contained certain financial covenants, including those relating
to the maintenance of a minimum interest coverage ratio and a maximum leverage
ratio.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The information provided under Item 1.01 of this report is incorporated herein
by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGIATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information provided under Item 1.01 of this report is incorporated herein
by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. Description of Exhibit
10.1 Credit Agreement, dated as of January 20, 2005, by and among
Lexmark International, Inc., as Borrower, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
Fleet National Bank and Citibank, N.A. as Co-Syndication
Agents, and KeyBank National Association and SunTrust Bank
as Co-Documentation Agents.
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.
LEXMARK INTERNATIONAL, INC.
(Registrant)
By: /s/ Gary E. Morin
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Name: Gary E. Morin
Title: Executive Vice President and Chief
Financial Officer
Date: January 20, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Credit Agreement, dated as of January 20, 2005, by and among
Lexmark International, Inc., as Borrower, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
Fleet National Bank and Citibank, N.A. as Co-Syndication Agents,
and KeyBank National Association and SunTrust Bank as
Co-Documentation Agents.