-----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, UOlUDB68Q8LXWRTp1UcSffE3GJAp2eeGMyPsCktqf03ZCD5ggty4dsxPFs7zTfMg NnhgNP2uQSt9vh4qzErpqA== 0000891092-09-001514.txt : 20090408 0000891092-09-001514.hdr.sgml : 20090408 20090408171623 ACCESSION NUMBER: 0000891092-09-001514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090406 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090408 DATE AS OF CHANGE: 20090408 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: 09740525 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 e35099_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) April 6, 2009 ALBANY INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10026 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)) TABLE OF CONTENTS Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On April 6, 2009, Albany International Corp. (the "Company") entered into an agreement with J.P. Morgan Securities, Inc. ("JPMSI"), pursuant to which JPMSI agreed to exchange up to $93,984,000 principal amount of the Company's 2.25% Convertible Senior Notes due 2026 (the "Convertible Notes") for (i) an equivalent amount of the Company's 2.25% Senior Notes due 2026 (the "New Notes"), plus (ii) a cash payment of $7.50 per $1,000 principal amount of Convertible Notes. Also on April 6, 2009, the Company and JPMSI entered into another agreement pursuant to which JPMSI agreed to sell the New Notes back to the Company for an aggregate cash purchase price of up to $52,800,000. JPMSI is an affiliate of JPMorgan Chase Bank, N.A., which serves as a lender and as Administrative Agent under the Company's $460,000,000 Revolving Credit Facility. Earlier, on March 17, 2009, in a separate private transaction with a different party, the Company exchanged $7,074,000 principal amount of the Company's Convertible Notes for (i) an equivalent amount of the Company's New Notes plus (ii) a cash payment of $50,000. Additionally, pursuant to a separate agreement, the Company purchased these New Notes for a cash payment of $3,310,150. 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: April 8, 2009 -----END PRIVACY-ENHANCED MESSAGE-----