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):
August 27, 2004

ENCORE WIRE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	0-20278 Commission File Number	75-2274963 (I.R.S. Employer Identification No.)
1410 Millwood Road McKinney, Texas (Address of principal executive offices)		75069 (Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

(Former name, former address and former fiscal year, 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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 1 — Registrant’s Business and Operations
	Item 1.01.  Entry into a Material Definitive Agreement.
	Section 2 — Financial Information
	Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	Section 9 — Financial Statements and Exhibits
	Item 9.01.  Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Press Release

Section 1 — Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

     The information provided in Item 2.03 below is hereby incorporated herein by reference.

Section 2 — Financial Information

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     On August 27, 2004, Encore Wire Limited, a Texas limited partnership (the “Company”), a wholly-owned subsidiary of Encore Wire Corporation, a Delaware corporation (the “Registrant”), entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as lenders. The Credit Agreement provides for an $85,000,000 five-year revolving credit and letter of credit facility through August 27, 2009, replacing the Company’s prior $125,000,000 bank credit facility (the “Prior Credit Facility”). The Company’s obligations under the Credit Agreement are guaranteed by the Registrant and the Registrant’s other subsidiaries and are unsecured. Loans under the Credit Agreement accrue interest at a LIBOR-based or prime-based rate, plus a margin based on the Company’s leverage ratio, determined quarterly. The aggregate commitments under the Credit Agreement may be increased by up to an additional $40,000,000.

     The Credit Agreement contains customary covenants similar to, or more favorable than, the covenants contained in the Company’s Prior Credit Facility, including, among others:

• a requirement that the Company maintain a minimum fixed charge ratio;

• a requirement that the Company not exceed a maximum leverage ratio;

• a limitation on the Company’s annual capital expenditures;

• a restriction on creating liens on the Company’s and the guarantors’ assets;

• a restriction on sales of the Company’s and the guarantors’ assets;

• a restriction on dissolution, liquidation or merger of the Company or the Registrant;

• a restriction on the incurrence of debt by the Company and the guarantors;

• restrictions on the Company’s lines of business and changes in the management of the general partner of the Company;

• a restriction on the Company’s ability to make dividends, distributions and redemptions;

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• a limitation on compensation and other payments to affiliates of the Company; and

• a restriction on transactions with affiliates of the Company.

     The Credit Agreement also contains customary events of default. If an event of default occurs and is continuing, the Company may be required to repay the obligations under the Credit Agreement prior to their stated maturity. Lenders holding more than 66 2/3% of the loans and commitments under the Credit Agreement may elect to terminate the commitments and declare all outstanding obligations under the Credit Agreement to be immediately due and payable upon the occurrence and during the continuation of an event of default.

     On August 27, 2004, the Company and the Registrant also entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Hartford Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation (collectively referred to as the “Purchasers”), whereby the Company issued and sold $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011 (the “Senior Notes”) to the Purchasers, the proceeds of which were used to repay a portion of the Company’s outstanding indebtedness under the Prior Credit Facility. The Company’s obligations under the Senior Notes are guaranteed by the Registrant and the Registrant’s other subsidiaries, and are unsecured.

     The Senior Notes incorporate customary covenants similar to, or more favorable than, the covenants contained in the Company’s Credit Agreement, including, among others:

• a requirement that the Company under certain circumstances pay a make-whole amount in the event of a prepayment of the Senior Notes prior to their stated maturity;

• a requirement that the Registrant not exceed a maximum ratio of consolidated debt to consolidated EBITDA;

• a requirement that the Registrant not exceed a maximum ratio of consolidated EBIT to consolidated interest expense;

• a requirement that priority debt of the Company and the Registrant not exceed a maximum percentage of the Registrant’s consolidated net worth;

• a restriction on creating liens on the Company’s, the Registrant’s or any subsidiaries’ assets;

• a restriction on merging or selling substantially all of the assets of the Company, the Registrant or any subsidiary and a restriction on other sales of assets; and

• restrictions on the nature of the Company’s, the Registrant’s and any subsidiaries’ businesses and restrictions on transactions with affiliates of the Registrant.

     The Senior Notes also incorporate customary events of default. If an event of default occurs and is continuing, the Company may be required to repay the Senior Notes prior to their stated

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maturity, plus under certain circumstances a make-whole amount. Holders of more than 65% in principal amount of the Senior Notes may elect to declare all the Senior Notes then outstanding to be immediately due and payable upon the occurrence and during the continuation of an event of default.

     On August 31, 2004, the Registrant issued a press release announcing the consummation of the financing transactions contemplated by the Note Purchase Agreement and the Credit Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(c)	Exhibits.
		99.1	August 31, 2004 Press Release by Encore Wire Corporation regarding completion of new financing.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENCORE WIRE CORPORATION
Date: September 2, 2004	By:	/s/ FRANK J. BILBAN
		Frank J. Bilban, Vice President — Finance,
		Chief Financial Officer, Treasurer and Secretary

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INDEX TO EXHIBITS

Item	Exhibit
99.1	August 31, 2004 Press Release by Encore Wire Corporation regarding completion of new financing.

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EX-99.1

EXHIBIT 99.1

[Encore Wire Corporation Logo Omitted]

Encore Wire Corporation 1410 Millwood Road McKinney, Texas 75069 972-562-9473	PRESS RELEASE	Contact:	August 31, 2004   Frank J. Bilban Vice President & CFO
	For Immediate Release

ENCORE WIRE ANNOUNCES COMPLETION OF NEW FINANCING

     MCKINNEY, TX — Encore Wire Corporation (NASDAQ/NMS: WIRE) today announced that the Company has restructured its existing bank credit facility to take advantage of favorable market conditions.

     Encore Wire announced today that it had refinanced its existing revolving line of credit to include a longer term and lower pricing grid. The Company reduced its revolving line of credit limit from $125,000,000 to $85,000,000. Under the terms of the new credit agreement, Encore will have the ability to borrow up to the new maximum as allowed by financial covenants. The agreement also includes an “accordion feature” that allows the credit line to expand up to $125,000,000 in the future without amending the agreement. The bank group is comprised of Bank of America, as agent, and Wells Fargo Bank. The new revolving credit agreement was executed on August 27, 2004 and has a five-year term. Interest on the revolver is calculated at floating rates plus an incremental “adder”.

     On August 27, 2004, the Company also issued $45,000,000 of seven-year senior unsecured notes to institutional investors at favorable rates. These new notes mature in August 2011 at a coupon rate of 5.27%. To take advantage of lower current rates the Company elected to enter into an interest rate swap to effectively convert the notes from fixed to floating interest rates.

     Vincent A. Rego, Chairman and Chief Executive Officer of Encore Wire Corporation, said, “These actions were taken to improve our capital structure and reduce our overall interest expense. We are pleased that our bankers brought us this opportunity to cut interest costs for a significant period of time. Encores’ operating results and financial strength permitted us to restructure our credit facility by lowering our revolving line of credit interest rates and issuing the senior notes at favorable terms. We appreciate our banking partners commitment to the long-term growth of Encore Wire. We will continue to manage the Company for the long-term and strive to protect our strong balance sheet.”

     Encore Wire Corporation manufactures a broad range of copper electrical wire for interior wiring in homes, apartments, manufactured housing and commercial and industrial buildings.

     The matters discussed in this news release, other than the historical financial information, including statements about the copper pricing environment, profitability and shareholder value, may include forward-looking statements that involve risks and uncertainties, including fluctuations in the price of copper and other raw materials, the impact of competitive pricing and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. Actual results may vary materially from those anticipated.