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 (Date of earliest event reported) March 28, 2005
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Enesco Group, Inc.
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(Exact name of registrant as specified in its charter)
Illinois 0-1349 04-1864170
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
225 Windsor Drive, Itasca, IL 60143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 875-5300
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(Former name or former address, if changed since last report)
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 (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))
Item 1.01 Material Definitive Agreement
On March 29, 2005, Enesco entered into an amendment to its existing U.S.
credit facility, effective March 31, 2005, extending the term until January 1,
2006. The credit facility commitments range from $50 million to $70 million,
based on Enesco's seasonal borrowing needs. The amendment also sets certain
financial covenants for 2005.
On March 28, 2005, Enesco Group, Inc. signed a Commitment Letter with Fleet
Capital Corporation, operating as Bank of America Business Credit (BABC), for
BABC to underwrite a $100,000,000 global senior revolving credit facility with a
five year term. Banc of America Securities LLC expects to form a syndicate of
financial institutions to participate in the new credit facility. The credit
facility will be secured by the assets of Enesco and certain of its
subsidiaries, a pledge of a portion of the stock of certain of its subsidiaries
and will contain standard terms and conditions, including financial and other
covenants. Enesco expects to close on the new credit facility on or before April
30, 2005.
Enesco plans to use borrowings under the global senior revolving credit
facility to pay off the outstanding loans under the amended U.S. credit facility
when the new global credit facility closes. In the event the outstanding loans
under the amended U.S. credit facility are not paid off: 1) by May 16, 2005, a
fee of $700,000 will become payable; 2) by June 30, 2005, another fee of
$700,000 will become payable; and 3) with the proceeds from a refinancing
provided by lenders that include Fleet National Bank or an affiliate of Fleet
National Bank, then a fee of $1,750,000 will become payable.
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.
Enesco Group, Inc.
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(Registrant)
Date March 29, 2005 By: /s/ Cynthia Passmore-McLaughlin
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Cynthia Passmore-McLaughlin,
President and CEO
Exhibit Index
Exhibit 10.1 Sixth Amendment dated March 29, 2005 between Enesco Group, Inc.,
Fleet National Bank and LaSalle Bank, N.A.