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):
March 2, 2005 (February 25, 2005)
Friedman's Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22356 58-20583
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
171 Crossroads Parkway
Savannah, Georgia 31422
(Address of Principal Executive Offices)
(912) 233-9333
(Registrant's telephone number, including area code)
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 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 25, 2005, Friedman's Inc. (the "Company"), a debtor and
debtor in possession under chapter 11 of title 11 of the United States Code,
and its wholly-owned subsidiaries, FI Stores Limited Partnership, Friedman's
Management Corp., Friedman's Florida Partnership, Friedman's Holding Corp.,
FCJV Holding Corp., Friedman's Investments LLC and Friedman's Beneficiary Inc.,
each a debtor and debtor in possession, entered into Amendment No. 1 (the
"Amendment") to that certain Secured Super-Priority Debtor In Possession
Revolving Credit Agreement (the "DIP Financing Facility") with the lenders and
issuers party thereto, and Citicorp USA, Inc. ("Citicorp USA") as
Administrative Agent. A description of the DIP Financing Facility is included
in the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on February 4, 2005, and a copy of the DIP Financing
Facility was filed as Exhibit 10.1 thereto.
As previously announced, Friedman's received Bankruptcy Court approval
on January 28, 2005, to borrow up to $40 million under the DIP Financing
Facility (the "Interim Financing"). In order for the Company to borrow amounts
in excess of the Interim Financing (the "Incremental Financing"), the Company
was required to satisfy conditions set forth in the interim order of the
Bankruptcy Court and the DIP Financing Facility. Upon the satisfaction of such
conditions, including the completion of due diligence by Citicorp USA, the
parties entered into the Amendment, which coincided with the closing of the
Incremental Facility.
The Amendment, among other things, provides for $125 million in
aggregate revolving commitments under the DIP Financing Facility and sets
financial covenant levels for EBITDAR and limitations on capital expenditures,
as previously agreed to by the parties to the Amendment. Among other things,
the Amendment also revises procedures for cash flow reporting, borrowing base
determinations, and sets forth terms to permit payment by the Company of
amounts under the pre-petition secured trade credit program. Prior to March 31,
2005, two of the Company's other subsidiaries, Cougar Reinsurance Company Ltd.
and FCJV, L.P. (to the extent that it has assets), shall each deliver, among
other things, guarantees of the Company's obligations under the DIP Financing
Facility.
The foregoing descriptions are qualified in their entirety by
reference to the Amendment, a copy of which is included as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 8.01 Other Events.
On March 1, 2005, Friedman's issued a press release which announced
that it successfully closed the DIP Financing Facility (the "Press Release").
The Press Release also announced that the Company formally responded to the
United States Trustee's request for comment regarding two Class A shareholders
who had sought the appointment of a separate statutory equity committee to
represent the holders of the Company's Class A common shares in the Company's
chapter 11 cases. The text of the press release is included as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference into this
Item. The text of the letter to the United States Trustee is included as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
------ -----------
Exhibit 10.1 Amendment No. 1, dated as of February 25, 2005, to the
Secured Super-Priority Debtor In Possession Revolving
Credit Agreement, dated as of January 31, 2005, by and
among Friedman's Inc., and certain of its subsidiaries
party thereto, and the lenders and issuers parties
thereto, and Citicorp USA, Inc., as Administrative Agent
Exhibit 99.1 Press release dated February 28, 2005
Exhibit 99.2 Letter to the United States Trustee dated February 28, 2005
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 hereunto duly authorized.
FRIEDMAN'S INC.
Date: March 2, 2005 By: /s/ Ken Maher
-------------------------
Ken Maher
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 10.1 Amendment No. 1, dated as of February 25, 2005, to the
Secured Super-Priority Debtor In Possession Revolving
Credit Agreement, dated as of January 31, 2005, by and
among Friedman's Inc., and certain of its subsidiaries
party thereto, and the lenders and issuers parties
thereto, and Citicorp USA, Inc., as Administrative Agent
Exhibit 99.1 Press release dated February 28, 2005
Exhibit 99.2 Letter to the United States Trustee dated February 28, 2005