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)
April 23, 2004
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CONN'S, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
000-50421 06-1672840
(Commission File Number) (IRS Employer Identification
No.)
3295 College Street
Beaumont, Texas 77701
(Address of Principal Executive
Offices and zip code)
(409) 832-1696
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
On April 21, 2004, we executed an amendment to our revolving bank
credit facility originally entered into as of April 23, 2003. The amended
provisions of the agreement include the following:
1. Restricted payments basket - increase the limit on restricted payments
from $2 million to $10 million, to include all distributions,
dividends, and share repurchases consistent with current definitions;
2. Lien on leasehold agreements - remove the requirement of a lien in
favor of the Lender on all leases and use "commercially best efforts"
language to obtain such lien, with a requirement that at all times our
lender shall have a lien on a minimum of 50% of total leases;
3. Permitted investments - permit investments allowed under Conn's, Inc.
current investment policy;
4. Consolidated capital expenditures - eliminate the twelve month rolling
dollar limitation of $17.5 million on capital expenditures and rely on
the fixed charge coverage covenant to govern such capital expenditures;
5. Credit facility amount - reduce the total amount of the revolver from
$40,000,000 to $30,000,000;
6. Leverage covenant - increase the maximum leverage covenant from the
current 2.75x to 3.00x;
7. Pricing (spread & commitment fee) - decrease the pricing spread grid
for stand-by fees and actual interest charges to those listed in the
following table:
Existing Pricing Grid Proposed New Grid
- ---------------- ------------- ------------- ------------- ------------- -------------- -------------
Total Leverage LIBOR Spread ABR Spread Commit Fee LIBOR Spread ABR Spread Commit Fee
- ---------------- ------------- ------------- ------------- ------------- -------------- -------------
- ---------------- ------------- ------------- ------------- ------------- -------------- -------------
> 3.25x 275 175 50 NA NA NA
-
> 2.75x 250 150 50 225 100 50
-
> 2.25x 225 125 50 200 75 37.5
-
>1.75x 200 100 50 175 50 25
-
> 1.25x 175 75 37.5 150 25 25
-
< 1.25x 150 75 37.5 125 0 25
- ---------------- ------------- ------------- ------------- ------------- -------------- -------------
As of April 21, 2004, we had no outstanding balance under our revolver.
The full text of the amendment is set forth in Exhibit 99.1 attached
hereto and is incorporated in this report as if fully set forth herein.
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Item 7. Exhibits.
Exhibit 99.1 Amendment to Credit Agreement, dated April 23, 2003, by and
among Conn Appliances, Inc. and the Borrowers thereunder, the Lenders party
thereto, JPMorgan Chase Bank, as Administrative Agent, Bank of America, N.A., as
Syndication Agent, and SunTrust Bank, as Documentation Agent.
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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.
CONN'S, INC.
Date: April 23, 2004 By: /s/ C. William Frank
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C. William Frank
Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
99.1 Amendment to Credit Agreement, dated April 23, 2003, by and among Conn
Appliances, Inc. and the Borrowers thereunder, the Lenders party
thereto, JPMorgan Chase Bank, as Administrative Agent, Bank of
America, N.A., as Syndication Agent, and SunTrust Bank, as
Documentation Agent.
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