-----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, QcivxSAhj+kCg3u6jByYipNuk9mBKB1xjy0xFlrpeWvNt9/KD4ZS5sE9iDotIOzP Z+6m3bXo4propHteTisWTg== 0000950144-04-008742.txt : 20040830 0000950144-04-008742.hdr.sgml : 20040830 20040830171312 ACCESSION NUMBER: 0000950144-04-008742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040825 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040830 DATE AS OF CHANGE: 20040830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 041006032 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 8-K 1 g90781e8vk.htm CATALINA MARKETING CORPORATION Catalina Marketing Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 25, 2004

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction of
Incorporation) 		  1-11008
(Commission File Number) 		  33-0499007
(I.R.S. Employer
Identification Number)
         
200 Carillon Parkway, St. Petersburg, Florida
(Address of Principal Executive Offices) 		      33716-2325
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (727) 579-5000

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:

    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))

 

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Item 1.01 Entry into a Material Definitive Agreement

     On August 27, 2004, Catalina Marketing entered into a five-year, $125.0 million multi-currency revolving credit facility with lead arranger J. P. Morgan Securities Inc. Bank of America N.A. served as the syndication agent, and Bank One, NA will serve as the administrative agent. Under certain conditions, the Company may increase the revolving credit line to a maximum of $175.0 million. The facility is unsecured and may be used for general corporate purposes including, but not limited to, refinancing existing debt, share repurchases and capital expenditures. The interest rate on advances under the new revolving credit facility is based on a) the greater of the Prime Rate or the Federal Funds Effective Rate plus one-half percent or, b) the Eurocurrency Base Rate, as those terms are defined in the new revolving credit facility agreement. A percentage margin, ranging from 0.625% to 1.125% and determined based upon the Company’s Leverage Ratio, as that ratio is defined in the Credit Facility agreement, is added to the Eurocurrency Base rate. The new revolving credit facility replaces the previous $30.0 million revolving credit facility that was due to expire on August 31, 2004, and also replaces the previous 3.5 billion yen Japanese credit facility (see Item 1.02). An advance of $32.0 million from the new revolving credit facility was used to repay the balance outstanding under the Japanese credit facility. The interest rate on the advance is 0.775% per annum. The Company will borrow $30.0 against the new revolving credit facility on September 1, 2004 in conjunction with the purchase of its corporate headquarters building (see Item 2.01)

Item 1.02 Termination of a Material Definitive Agreement

     In conjunction with the execution of the new revolving credit facility, the Company terminated its previous $30.0 million revolving credit facility that was due to expire on August 31, 2004, and also terminated the previous 3.5 billion yen Japanese credit facility. An advance of $32.0 million from the new revolving credit facility was used to repay the balances outstanding under the Japanese credit facility (See Item 1.01).

     In conjunction with the Company’s purchase of its corporate headquarters located in St. Petersburg Florida (see Item 2.01), the Company terminated the lease for its headquarters facility.

Item 2.01 Completion of Acquisition or Disposition of Assets

     On August 25, 2004, the Company purchased its corporate headquarters facility in St. Petersburg Florida for $30.5 million in cash. The Company will borrow $30.0 million on September 1, 2004 to replenish the cash used to purchase the building (See Item 1.01).

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

     See Items 1.01 and 2.01 regarding the Company entering into a new revolving credit facility and advances made under such new revolving credit facility for refinancing of the previous Japan credit facility and in conjunction with the purchase of its corporate headquarters facility.

Item 9.01 Financial Statements and Exhibits

     A copy of the Company’s press release issued on August 30, 2004 announcing the execution of the new revolving credit facility, the refinancing of the Japan credit facility and the purchase of the corporate headquarters building is furnished in this Current Report on Form 8-K.

 

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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.

CATALINA MARKETING CORPORATION (Registrant)

/s/ Christopher W. Wolf          
Christopher W. Wolf
Executive Vice President and Chief Financial Officer
(Authorized officer of Registrant and principal financial officer)

Date: August 30, 2004

 

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Exhibit Index

     
Exhibit Number
   Description
9.01(c)
  Press Release dated August 30, 2004

 

EX-99.1 2 g90781exv99w1.txt EX-99.1: PRESS RELEASE DATED AUGUST 30, 2004 [CATALINA MARKETING LOGO] NEWS INVESTOR CONTACT: FOR IMMEDIATE RELEASE Christopher W. Wolf Chief Financial Officer (727) 579-5218 Joanne Freiberger Vice President, Finance (727) 579-5116 MEDIA CONTACT: Susan Gear Executive Director, Marketing (727) 579-5452 CATALINA MARKETING ENTERS NEW CREDIT AGREEMENT; ACQUIRES CORPORATE HEADQUARTERS FACILITY ST. PETERSBURG, FL, August 30, 2004 - Catalina Marketing Corporation (NYSE: POS) today announced that it has entered into a five-year $125 million multicurrency revolving credit facility. This facility has a feature that allows the company, subject to certain conditions, to increase the revolving credit line up to $175 million. The facility is unsecured and may be used for general corporate purposes which include, but are not limited to, refinancing existing debt, share repurchases and capital expenditures. The lead arranger for the facility is J.P. Morgan Securities Inc., with Bank One, NA as administrative agent and Bank of America N.A. as syndication agent. This refinancing replaces the company's $30 million U.S. revolving credit facility that was due to expire August 31, 2004. The new facility will also replace Catalina Marketing Japan K.K.'s 3.5 billion yen Japanese credit facility. The Japanese facility consisted of a 1.5 billion yen revolver that was due to expire August 31, 2004 and a 2 billion yen term loan with a maturity of March 31, 2005. The company repaid the $32.0 million outstanding under the Japanese facility with the proceeds from the new credit facility. In addition, on August 25, 2004 the company purchased its corporate headquarters facility located in St. Petersburg, Florida and terminated the related lease financing agreement that it had entered into in 1999. The purchase price of the building was $30.5 million and was paid in cash. The company has notified the bank of its intent to borrow $30.0 million on September 1, 2004, and will use these proceeds to replenish the cash used to purchase the building. Christopher W. Wolf, executive vice president and chief financial officer, stated, "The revolving credit facility provides Catalina with the ability to borrow in multiple currencies and gives us the necessary flexibility to grow and manage our world-wide business. We are pleased that we have been able to enter into a five-year facility with an excellent group of financial institutions." Based in St. Petersburg, FL, Catalina Marketing Corporation (www.catalinamarketing.com) was founded 20 years ago based on the premise that targeting communications based on actual purchase behavior would generate more effective consumer response. Today, Catalina Marketing combines unparalleled insight into consumer behavior with dynamic consumer access. This combination of insight and access provides marketers with the ability to execute behavior-based marketing programs, ensuring that the right consumer receives the right message at exactly the right time. Catalina Marketing offers an array of behavior-based promotional messaging, loyalty programs and direct-to-patient information. Personally identifiable data that may be collected from the company's targeted marketing programs, as well as its research programs, are never sold or given to any outside party without the express permission of the consumer. Certain statements in the preceding paragraphs are forward looking, and actual results may differ materially. Statements not based on historic facts involve risks and uncertainties, including, but not limited to, the changing market for promotional activities, especially as it relates to policies and programs of packaged goods and pharmaceutical manufacturers and retailers, government and regulatory statutes, rules, regulations and policies, the effect of economic and competitive conditions and seasonal variations, actual promotional activities and programs with the company's customers, the pace of installation of the company's store network, the success of new services and businesses and the pace of their implementation, the company's ability to maintain favorable client relationships, the timing of the completion of the company's future SEC filings, the outcome and impact of an ongoing SEC investigation into certain of the company's prior fiscal years, and the outcome and impact of the pending shareholder class action and derivative lawsuits. ### -----END PRIVACY-ENHANCED MESSAGE-----