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) January 19, 2005
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ROCKY SHOES & BOOTS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-21026 31-1364046
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 East Canal Street, Nelsonville, Ohio 45764
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (740) 753-1951
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] 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 January 19, 2005, Rocky Shoes & Boots, Inc. (the "Company") and
certain of its subsidiaries (together with the Company, the "Borrowers") entered
into Amendment No. 1 to Loan and Security Agreement and Consent (the
"Amendment") with GMAC Commercial Finance LLC, as administrative agent and sole
lead arranger for the lenders ("GMAC CF"), Bank of America, N.A., as syndication
agent and Royal Bank of Scotland PLC, as documentation agent. A copy of the Loan
and Security Agreement between the Borrowers and GMAC CF was filed as Exhibit
10.1 to the Company's Current Report on Form 8-K, dated January 6, 2005, filed
with the Securities and Exchange Commission on January 12, 2005, and is
incorporated herein by reference.
The Amendment provides that GMAC CF has arranged for certain new
lenders to become party to the Loan and Security Agreement and provides the
Company's consent to such. The Amendment also provides that GMAC CF has assumed
the roles of administrative agent and sole lead arranger for the lenders, Bank
of America, N.A. has become the syndication agent and Royal Bank of Scotland PLC
has become the documentation agent, and provides the Borrowers' consent to such
appointments.
The foregoing description of the Amendment and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Amendment. A copy of the
Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
10.1 Amendment No. 1 to Loan and Security Agreement and
Consent, dated as of January 19, 2005, by and
among Rocky Shoes & Boots, Inc., Lifestyle
Footwear, Inc., EJ Footwear LLC, HM Lehigh Safety
Shoe Co. LLC, Georgia Boot LLC, Durango Boot
Company LLC, Northlake Boot Company LLC, Lehigh
Safety Shoe Co. LLC, Georgia Boot Properties LLC,
and Lehigh Safety Shoe Properties LLC, as
Borrowers, GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for
the Lenders, Bank of America, N.A., as syndication
agent and Royal Bank of Scotland PLC, as
documentation agent.
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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 hereunto duly authorized.
ROCKY SHOES & BOOTS, INC.
Date: January 21, 2005 By: /s/ James E. McDonald
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James E. McDonald, Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1 Amendment No. 1 to Loan and Security Agreement and
Consent, dated as of January 19, 2005, by and
among Rocky Shoes & Boots, Inc., Lifestyle
Footwear, Inc., EJ Footwear LLC, HM Lehigh Safety
Shoe Co. LLC, Georgia Boot LLC, Durango Boot
Company LLC, Northlake Boot Company LLC, Lehigh
Safety Shoe Co. LLC, Georgia Boot Properties LLC,
and Lehigh Safety Shoe Properties LLC, as
Borrowers, GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for
the Lenders, Bank of America, N.A., as syndication
agent and Royal Bank of Scotland PLC, as
documentation agent.
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