-----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, VPdMyLxzkVpuIaJp6tETTY+dmdaWe5WqFJ/nnxQolAQUdEPKiUVkmPf75cSdknX6 wVHIMANku/j+OM9Wrxmf+A== 0000891092-05-000867.txt : 20050502 0000891092-05-000867.hdr.sgml : 20050502 20050502165827 ACCESSION NUMBER: 0000891092-05-000867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050501 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000819793 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 140462060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10026 FILM NUMBER: 05791503 BUSINESS ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 FORMER COMPANY: FORMER CONFORMED NAME: ALBINT INC DATE OF NAME CHANGE: 19870924 8-K 1 e20827_8k.txt FORM 8-K 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) May 1, 2005 ALBANY INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16214 14-0462060 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1373 Broadway, Albany, New York 12204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 445-2200 None - -------------------------------------------------------------------------------- (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 240.13a-4(c)) Item 1.01 Entry into a Material Definitive Agreement On May 1, 2005, Albany International Corp. (the "Company") amended Exhibit A to the Receivables Purchase and Sale Agreement (the "Agreement") among Albany International Receivables Corporation, Albany International Corp., and the other Company affiliates selling receivables under the Agreement. The purpose of the amendment was to amend the Historical Loss Factor (as defined in the Agreement) to reflect recent historical loss experience. (The Agreement has previously been filed as Exhibit 10(j)(i).) A copy of this amendment is furnished as Exhibit 99.1 to this report. Albany International Receivables Corporation is a "Qualified Special Purpose Entity" under Financial Accounting Standards Board No. 140 and is a wholly owned subsidiary of Albany International Corp. 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 hereunto duly authorized. ALBANY INTERNATIONAL CORP. By: /s/ Michael C. Nahl ------------------------------- Name: Michael C. Nahl Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: May 2, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Third Amendment (dated May 1, 2005) to Receivables Purchase and Sale Agreement, dated as of September 28, 2001, among the Registrant and other affiliates of Registrant as Originators, and Albany International Receivables Corporation as the Buyer. EX-99.1 2 e20827ex99-1.txt AMENDMENT TO PURCHASE AND SALE AGREEMENT Exhibit 99.1 ALBANY INTERNATIONAL RECEIVABLES CORPORATION Albany International Corp. Geschmay Corp. Albany International Research Co. Albany International Techniweave, Inc. Albany International Canada Corp. Re: Third Amendment to Exhibit A to Purchase and Sale Agreement dated as of September 28, 2001 (the "Agreement") Ladies and Gentlemen: The undersigned, Albany International Receivables Corporation, as Buyer under the Agreement, hereby proposes to further amend Exhibit A of the Agreement, pursuant to the terms of such Exhibit A as well as Section 8.1 of the Agreement, as follows: The Historical Loss Factor, which was initially described as 0.6% of the Face Amount of receivables sold to Buyer, and has been amended from time to time to reflect actual historical loss experience, is hereby amended to 0.08%. These changes in pricing terms shall be effective as of May 1, 2005. Capitalized terms used but not defined above shall have the meanings ascribed to them in the Agreement. Please indicate your acceptance of the foregoing by executing in the space provided below your name. Very truly yours, ALBANY INTERNATIONAL RECEIVABLES CORPORATION By: /s/ ------------------------------ David C. Michaels President & Treasurer ACCEPTED BY: ALBANY INTERNATIONAL CORP. By: /s/ ------------------------------------- Name: Charles J. Silva, Jr. Title: Vice President and General Counsel GESCHMAY CORP. By: /s/ ------------------------------------- Name: Charles J. Silva, Jr. Title: Vice President and Secretary ALBANY INTERNATIONAL RESEARCH CO. By: /s/ ------------------------------------- Name: Charles J. Silva, Jr. Title: Vice President ALBANY INTERNATIONAL TECHNIWEAVE, INC. By: /s/ ------------------------------------- Name: Charles J. Silva, Jr. Title: Secretary ALBANY INTERNATIONAL CANADA CORP. By: /s/ ------------------------------------- Name: Edward Walther Title: President -----END PRIVACY-ENHANCED MESSAGE-----