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) December 13, 2004
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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 December 13, 2004, Rocky Shoes & Boots, Inc. (the "Company") entered
into a commitment letter agreement with GMAC Commercial Finance LLC ("GMAC CF")
regarding a financing commitment with respect to financing the acquisition of
the EJ Footwear Group, as described in the Company's Current Report on Form 8-K,
dated December 6, 2004 and filed with the Securities and Exchange Commission on
December 8, 2004 (the "Acquisition"), refinancing certain indebtedness of the
Company and its domestic subsidiaries, and providing for the ongoing working
capital and the capital expenditure needs of the Company and its subsidiaries
(the "GMAC CF Commitment Letter").
The GMAC CF Commitment Letter provides that GMAC CF and such other
financial institutions acceptable to GMAC CF and the Company are willing to
provide the Company a credit facility (the "Credit Facility") comprised of (i) a
five-year revolving credit facility up to a principal amount of $100,000,000 and
(ii) a three-year term loan in the principal amount of $18,000,000. The GMAC CF
Commitment Letter further provides that the Credit Facility will be guaranteed
by certain of the Company's subsidiaries (the "Guarantors") and secured by a
first priority perfected security interest in all presently owned and hereafter
acquired domestic assets of the Company and any Guarantors, subject to specified
exceptions.
The GMAC CF Commitment Letter provides that the Company will pay on
demand all reasonable costs, fees and expenses incurred or to be incurred by
GMAC CF in connection with the consideration, examination, review,
documentation, administration, syndication and/or closing of the Credit
Facility, including but not limited to auditor fees, counsel fees, appraisers'
fees and all other out-of-pocket expenses relating to the foregoing, whether or
not the transactions contemplated by the GMAC CF Commitment Letter shall be
closed.
In the GMAC CF Commitment Letter, the Company agrees that GMAC CF will
have the exclusive right to provide the Credit Facility, so long as GMAC CF is
proceeding in good faith to close and fund the Credit Facility during the week
of January 3, 2005, and is not in breach of its obligations under the GMAC CF
Commitment Letter. The Company shall pay GMAC CF a break-up fee of $100,000 if
the Company refinances its existing debt without closing the Credit Facility or
finances the Acquisition without closing the Credit Facility.
The commitment by GMAC CF to provide the Credit Facility is subject to,
among other things, execution of a formal credit agreement and other loan
documentation and opinions of counsel fully acceptable to GMAC CF and its
counsel and the satisfaction of customary conditions precedent for financings of
this type. The commitment of GMAC CF under the GMAC CF Commitment Letter with
respect to the Credit Facility shall expire on February 2, 2005, unless extended
by GMAC CF in its sole discretion.
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On December 15, 2004, the Company entered into a commitment letter
agreement with American Capital Strategies, Ltd. ("ACS") regarding a financing
commitment to partially fund the Acquisition by which ACS is willing to purchase
$30,000,000 of six-year Senior Secured Term B Notes from the Company and its
domestic subsidiaries (the "ACS Second Lien Term Loan") (the "ACS Commitment
Letter"). The ACS Commitment Letter provides, among other terms, that (i) the
ACS Second Lien Term Loan will be senior indebtedness of the Company secured by
essentially the same collateral as the Credit Facility, (ii) the ACS Second Lien
Term Loan will be "last out" in the event of liquidation of the Company and its
subsidiaries, and (iii) principal payments on the ACS Second Lien Term Loan will
begin in the fourth year of the ACS Second Lien Term Loan.
The ACS Commitment Letter provides that the Company will reimburse ACS
for all reasonable out-of-pocket expenses prior to and at the closing of the ACS
Second Lien Term Loan including, but not limited to, legal, environmental,
appraisal, consulting, background investigations and travel expenses whether or
not the transactions contemplated in the ACS Commitment Letter are consummated.
In the ACS Commitment Letter, the Company agrees that until February 2,
2005, the Company will not, directly or indirectly, solicit, initiate or
encourage any negotiations or discussions with respect to any offer or proposal
to make an investment, loan or other commitment of capital for the Company with
the effect of reducing or eliminating the financing covered by the ACS
Commitment Letter other than as the Company deems necessary to obtain a
substitute lender for such financing if material changes are made to the terms
therein.
The commitment by ACS to provide the ACS Second Lien Term Loan is
subject to, among other things, negotiation of legal documentation and the
satisfaction of customary conditions precedent for financings of this type.
On December 16, 2004, the Company issued a press release announcing
that it had received the GMAC CF Commitment Letter and the ACS Commitment
Letter. A copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including certain plans, expectations,
goals, and projections, which are subject to numerous assumptions, risks, and
uncertainties. A number of factors, including but not limited to those set forth
under the heading "Business Risks" included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003, and other factors described from
time to time in the Company's other filings with the Securities and Exchange
Commission, could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements. All
forward-looking statements included in this Form 8-K are based on information
available at the time of the report. The Company assumes no obligation to update
any forward-looking statement.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
99 Press Release, dated December 16, 2004, entitled
"Rocky Shoes & Boots Receives Financing Commitments
to Fund Acquisition"
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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: December 17, 2004 By: /s/ James E. McDonald
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James E. McDonald, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release, dated December 16, 2004, entitled "Rocky Shoes
& Boots Receives Financing Commitments to Fund Acquisition"
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