-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AynomzE+kFUvgivNpsqiqMKcMK7hWuCzoquCOjnLxKGP+05YWbCUS0Yas31H/Yu+ dS2f7y/cODbrO/iW4BGiqw== 0000950117-05-001485.txt : 20050420 0000950117-05-001485.hdr.sgml : 20050420 20050420162449 ACCESSION NUMBER: 0000950117-05-001485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER FABRIC CORP /DE/ CENTRAL INDEX KEY: 0000103341 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 041933106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07023 FILM NUMBER: 05762203 BUSINESS ADDRESS: STREET 1: 941 GRINNELL ST. CITY: FALL RIVER STATE: MA ZIP: 02721 BUSINESS PHONE: 5086781951 MAIL ADDRESS: STREET 1: 941 GRINNELL ST CITY: FALL RIVER STATE: MA ZIP: 02721 FORMER COMPANY: FORMER CONFORMED NAME: VERTIPILE INC DATE OF NAME CHANGE: 19870811 8-K 1 a39641.txt QUAKER FABRIC CORPORATION ------------------------------------------------------------------------ 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 April 18, 2005 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 (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 7.01 Regulation FD Disclosure On April 18, 2005, Quaker Fabric Corporation of Fall River ("Quaker"), a wholly-owned subsidiary of Quaker Fabric Corporation (the "Company"), entered into a commitment letter with Bank of America, N.A. (the "Bank") and Banc of America Securities LLC ("BAS") pursuant to which the Bank agreed, subject to certain conditions, to provide Quaker with a five (5) year, $70.0 million secured senior credit facility (the "Senior Credit Facility") including both a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan") and BAS agreed to form a syndicate of financial institutions to syndicate the facility (the "Bank Commitment Letter"). The commitments of the Bank and BAS under the Bank Commitment Letter are subject to a number of conditions including, but not limited to, completion of the Bank's due diligence effort, negotiation and execution of satisfactory definitive documentation, no material adverse change in the banking or financial markets and no material adverse change in Quaker's financial condition or prospects for the future. The Bank Commitment Letter also provides that advances to Quaker under the Revolving Credit Facility would be limited to a formula based on Quaker's accounts receivable and inventory minus an "Availability Reserve" (and such other reserves as the Bank may establish.) In addition, all obligations to the Bank and any other Lenders would be secured by first priority liens upon all of Quaker's and the Company's assets and on the assets of any Guarantor, and amortization of the Term Loan would be over a five year period beginning six months after the closing date of the Senior Credit Facility and payments made on a quarterly basis. In addition, the financing agreements contemplated by the Bank Commitment Letter are expected to include customary financial covenants, reporting obligations, and certain affirmative and negative covenants including, but not limited to, restrictions on dividend payments, capital expenditures, indebtedness, liens and acquisitions and investments. There can be no assurance that the financing transaction contemplated by the Bank Commitment Letter will be consummated on terms acceptable to the Company, or at all. The Company may be required to seek alternate financing sources, the terms of which financing, if obtainable, may be disadvantageous to the Company. Based upon the anticipated performance of the Company for the foreseeable future, and absent appropriate additional waivers or agreements to forbear from the Company's existing lenders, the failure to obtain new financing would likely result in an Event of Default under the Company's existing debt agreements and the inability to borrow under the Company's existing revolving credit facility no later than July 16, 2005. As of April 20, 2005, there were $3.0 million of loans outstanding under the Company's existing revolving credit facility, approximately $4.8 million of letters of credit and unused availability of $7.2 million. 2 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: April 20, 2005 /s/ Paul J. Kelly --------------------------------------------- Paul J. Kelly Vice President - Finance and Treasurer 3
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