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: June 8, 2006
(Date of earliest event reported)

LIBBEY INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12084	34-1559357
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices, including zip code)

(419) 325-2100
(Registrant’s telephone number, including area code)

     Check the appropriate box 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))

Item 7.01. Regulation FD Disclosure.

Libbey Inc. is furnishing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1 to this report. Some of the information included in Exhibit 99.1 to this report has not previously been reported to the public.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless Libbey Inc. specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Current Report on Form 8-K and furnishing this information, Libbey Inc. makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Exhibits

(d) Exhibits.

99.1 Operational factors affecting Libbey Inc.’s business and other information.

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.

Dated: June 8, 2006

LIBBEY INC.
By:	/s/ Scott M. Sellick
	Name:	Scott M. Sellick
	Title:	Vice President, Chief Financial Officer (Principal Accounting Officer)

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Exhibit Index

Exhibit No.	Description	Page No.
99.1	Operational factors affecting Libbey Inc.’s business and other information.	E-1

EX-99.1

Exhibit 99.1

The Acquisition

Libbey Inc. and its subsidiaries intend to: (1) acquire the 51% equity interest in Libbey Inc.’s Mexican joint venture (“Crisa”) with Vitro, S.A. de C.V. (“Vitro”) currently held by Vitro (the “acquisition”) and (2) refinance certain indebtedness, including (a) the repayment of amounts outstanding under Libbey Inc.’s existing senior secured credit facility, (b) the redemption of Libbey Inc.’s outstanding senior notes, (c) the repayment of existing indebtedness of Crisa, (d) the refinancing of the euro-denominated working capital line of credit of Libbey Inc.’s wholly owned subsidiary Libbey Europe B.V. and (e) the payment of related fees, expenses and redemption premiums (the “refinancing” and, together with the acquisition, the “transactions”).

Liquidity and capital resources

Following the transactions, we expect that cash generated from operating activities and availability under our new senior secured credit facility will be our principal sources of liquidity. Based on our current level of operations, we believe our cash flow from operations and available borrowings under our new senior secured credit facility will be adequate to meet our liquidity needs for at least the next twelve months. Our ability to fund our working capital needs, debt payments and other obligations, capital expenditures program and other funding requirements, and to comply with the financial covenants under our debt agreements, depends on our future operating performance and cash flow, which in turn are subject to prevailing economic conditions, particularly the North American and European foodservice and retail industries. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our new senior secured credit facility in an amount sufficient to enable us to repay our indebtedness or to fund other liquidity needs. As of March 31, 2006, after giving pro forma effect to the transactions, we would have had $442.6 million of debt outstanding, of which approximately $44.9 million would have been debt secured by a first-priority lien on our assets and the remainder would have been floating rate senior secured notes, which are secured by a second-priority lien on our collateral, and senior subordinated secured pay-in-kind notes, which are secured by a third-priority lien on our collateral. Our new senior secured credit facility will provide for borrowings of up to $150.0 million by Libbey Glass and Libbey Europe B.V. (a non-guarantor subsidiary), of which approximately $110.0 million will be immediately available for borrowing due to borrowing base limitations. We also are party to a 250 million RMB (approximately $31.0 million) debt facility for the construction of our green meadow facility in China, of which 60 million RMB (approximately $7.5 million) was borrowed at March 31, 2006, and as of June 7, 2006, we expect to have drawn 120 million RMB (approximately $15.0 million). In addition, we will have a payable of approximately $17.8 million that will be due and payable to Vitro in the first quarter of

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2007. We will also have $300.0 million of indebtedness under floating rate senior secured notes and $100.0 million of indebtedness under senior subordinated secured pay-in-kind notes. If we enter into any future acquisition transaction, we may finance that acquisition through a number of sources, including internally available cash, new debt financing, the issue of equity securities or any combination of the foregoing.

Debt and other obligations

Pro forma

The following table presents our total borrowings as of March 31, 2006, pro forma for the effect of the transactions as if they had occurred on March 31, 2006:

					Aggregate
					principal
As of March 31, 2006					amount
(Dollars in thousands)	Interest rate		Maturity date		outstanding
New senior secured credit facility		floating		December 2010	$	30,569
Senior secured notes		floating		June 2011		300,000
Senior subordinated secured pay-in-kind notes		16.0%		December 2011		97,706
Promissory Note		6.0%		2006 to 2016		2,096
China Construction Loan		floating		2012 to 2014		7,469
Obligations under capital leases		floating		2006 to 2007		1,868
Other debt		floating		September 2009		2,901
Total debt					$	442,609

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Contractual obligations

Pro forma

The following table presents our existing contractual obligations at March 31, 2006 and related future cash requirements, pro forma for the effect of the transactions as if they had occurred on March 31, 2006:

	Payments Due by Period
Contractual obligations			Less than						More than
(Dollars in thousands)	Total		1 Year		1-3 Years		3-5 Years		5 Years
Borrowings(1)	$	442,609	$	490	$	4,739	$	330,684	$	106,696
Long term operating leases		62,294		13,209		20,369		11,155		17,561
Natural gas obligations		27,778		22,280		5,498		—		—
Pension and nonpension		93,156		4,610		49,650		19,045		19,851
Vitro payable		17,837		17,837		—		—		—
Total obligations(2)	$	643,674	$	58,426	$	80,256	$	360,884	$	144,108

(1)	These amounts reflect payments of principal only and do not include interest. Pro forma net interest expense is $56.1 million for the last twelve months ended March 31, 2006.
(2)	Excludes contingent consideration in the form of earnout payments related to our acquisition of Crisal and contingent consideration for the 5% of Crisal that we do not currently own. The first earnout payment, if any, would be due January 10, 2008.

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