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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
February 20, 2007
Date of Report (Date of earliest event reported)
QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1 7023 04-1933106
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
941 Grinnell Street, Fall River, Massachusetts 02721
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 678-1951
(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:
[ ] 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 (17CFR
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 February 20, 2007 Quaker Fabric Corporation of Fall River ("Quaker"), a
wholly-owned subsidiary of Quaker Fabric Corporation (the "Company"), entered
into a purchase and sale agreement with respect to the Company's 245,000 square
foot Plant C corporate headquarters facility located at 1082 Davol Street in
Fall River, Massachusetts calling for the sale of this facility to Rosewood
Management Associates, Inc., a Massachusetts corporation, (the "Buyer") for $4.7
million (the "P&S").
Selling this facility is consistent with Quaker's overall restructuring plan
which, inter alia, calls for the sale of all Company-owned real property not
needed to support the Company's operations. The P&S calls for an initial deposit
of $230,000, which was paid upon execution of the P&S and an additional deposit
of $100,000 payable within two (2) business days after the expiration of the
Inspection Period, which pursuant to the terms of the P&S, will expire on
February 22, 2007. During the Inspection Period, the Buyer has the right to
review title, permitting, environmental and other due diligence matters related
to the property. In the event the Buyer determines, in his sole discretion and
during the Inspection Period, that it is dissatisfied with such matters, the
Buyer has the right to terminate the P&S prior to the end of the Inspection
Period. Closing of this transaction is anticipated prior to March 31, 2007, and
as a condition to Closing, Quaker and the Buyer have agreed to enter into a five
(5) year lease, commencing on the Closing Date (the "Lease"). The Lease, by and
between Quaker, as Tenant, and the Buyer, as Landlord, will call for Quaker to
lease approximately 127,000 square feet of space at the facility, allowing
Quaker's corporate offices, design operation and R&D area to remain at this
site. The Lease will also provide for two renewal options, the first for a
period of three (3) years following the initial lease termination date, and the
second for a period two (2) additional years.
The foregoing description of the P&S is qualified in its entirety by reference
to the P&S filed as Exhibit 10.46 to this Form 8-K and incorporated by reference
herein.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.46 Purchase and Sale Agreement dated February 20, 2007 by and between
Quaker Fabric Corporation of Fall River, as Seller, and Rosewood
Management Associates, Inc., a Massachusetts corporation, as Buyer
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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 thereunto duly authorized.
QUAKER FABRIC CORPORATION
(Registrant)
Date: February 20, 2007 /s/ Paul J. Kelly
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Paul J. Kelly
Vice President - Finance and
Treasurer
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EXHIBIT INDEX
10.46 Purchase and Sale Agreement dated February 20, 2007 by and between
Quaker Fabric Corporation of Fall River, as Seller, and Rosewood
Management Associates, Inc., a Massachusetts corporation, as Buyer
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