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 Earliest Event Reported: January 5, 2004
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
0-24293 43-1309065
(Commission File Number) (I.R.S. Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri 63301
(Address of Principal Executive Offices) (Zip Code)
(636) 946-6525
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On January 5, 2004 LMI Aerospace, Inc. (the "Company") and Union
Planters Bank, N.A. (the "Bank") entered into a Twelfth Amendment to Loan
Agreement (the "Twelfth Amendment"), amending that certain Loan Agreement dated
as of August 15, 1996 (the" Loan Agreement") between Leonard's Metal, Inc., the
predecessor in interest to the Company, and Magna Bank, National Association,
the predecessor in interest to the Bank. By the terms of the Loan Agreement, as
amended by the Eleventh Amendment to Loan Agreement dated April 15, 2003 (the
"Eleventh Amendment"), the Company's Revolving Line of Credit was to mature on
January 5, 2004. The Company and the Bank entered into the Twelfth Amendment in
order to amend the Loan Agreement to (i) extend the maturity on the Company's
Revolving Line of Credit from January 5, 2004 until March 31, 2004, and (ii)
waive an event of default arising under Section 8.01(i) of the Loan Agreement
because the Company and the Bank did not enter into an amendment to the Loan
Agreement on or before January 5, 2004 establishing minimum levels of
Consolidated EBITDA to apply for periods after December 31, 2003. In addition,
the Twelfth Amendment amended the Loan Agreement in order to memorialize the
value of certain reductions in the available amount under the Company's
Revolving Line of Credit previously made in accordance with the terms of the
Eleventh Amendment.
The Company is in the process of restructuring its debt obligations
under the Loan Agreement, including the Revolving Line of Credit. Although the
Company believes it will be successful in this endeavor, there can no assurance
that the Company will be successful in restructuring its debt obligations prior
to the expiration of the Revolving Line of Credit on March 31, 2004, or in the
alternative, that the Company will be successful in obtaining replacement
financing on suitable terms by such date.
This Form 8-K includes forward-looking statements related to LMI
Aerospace's outlook for 2004 and future periods, which are based on current
management expectations. Such forward-looking statements are subject to various
risks and uncertainties, many of which are beyond the control of LMI Aerospace,
Inc. Actual results could differ materially from the forward-looking statements
as a result, among other things, of the factors detailed from time to time in
LMI Aerospace's filings with the Securities and Exchange Commission. Please
refer to the introductory disclosures beginning on page one and under the
heading Risk Factors starting on page three of the Company's Annual Report on
Form 10-K for the year ended December 31, 2002 for more details.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit Number Description
10.1 Twelfth Amendment to Loan Agreement
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 thereunto duly authorized.
Date: January 5, 2004
LMI AEROSPACE, INC.
By: /s/ Lawrence E. Dickinson
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Lawrence E. Dickinson
Chief Financial Officer and Secretary