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) November 3, 2008
----------------
Culp, Inc.
----------
(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
----------------------------- ------------------------ ----------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1823 Eastchester Drive
High Point, North Carolina 27265
----------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
-----------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------------------
(Former name or address, if changed from 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.
Culp, Inc. (the "Company") has entered into a Thirteenth
Amendment to Amended and Restated Credit Agreement (the "Amendment") with
Wachovia Bank, National Association ("Wachovia"), as Agent and as Bank, dated
November 3, 2008, amending the Company's current credit agreement with Wachovia
(the "Credit Agreement"). The Amendment extends the term of the Credit Agreement
through December 31, 2009 and also establishes 3% as the "Applicable Margin" for
purposes of "Euro-Dollar" and "Base-Rate" loans and eliminates the possibility
of reduced rates based on the Company's performance. The Amendment eliminates
previously applicable covenants relating to interest and leases coverage, the
ratio of funded debt to total tangible capitalization, the ratio of indebtedness
to EBITDA, acquisitions, restricted payments, and capital expenditures. The
Amendment also adds new covenants requiring that (1) the Company's Tangible Net
Worth be greater than or equal to the sum of $65,164,800 plus an aggregate
amount equal to 50% of the Company's Consolidated Net Income (but in each case
only if a positive number) for each fiscal quarter, (2) the Company's capital
expenditures not exceed $5,000,000 for the Company's 2008 fiscal year, and for
any fiscal year thereafter, not exceed the sum of $4,000,000 and such additional
amount that may be incurred without causing the Company to have a Fixed Charge
Coverage Ratio of less than 2.25 to 1.00, (3) the Company's ratio of
Consolidated Total Debt to Consolidated EBITDA not exceed 2.50 to 1.00, and (4)
the Company maintain a ratio of Consolidated EBITDAR to Consolidated Fixed
Charges of at least 2.25 to 1.00. Finally, the Amendment provides for a cross
default based on an "Event of Default" under the Company's existing note
purchase agreements (dated as of August 11, 2008) with Mutual of Omaha and its
affiliates, and under the Company's existing note purchase agreements (dated
March 4, 1998) with CIGNA, MONY, Mutual of Omaha, Prudential and their
respective affiliates. Capitalized terms used herein have the meaning given to
them in the Credit Agreement, unless the context requires otherwise. The
amendment fee is $20,000. The Amendment is attached hereto as Exhibit 10.1, and
the description of its terms contained herein is qualified in its entirety by
reference to the full text of the Amendment as set forth in Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 - Thirteenth Amendment to Amended and Restated Credit
Agreement dated as of November 3, 2008 among Culp, Inc. and Wachovia
Bank, National Association, as Agent and as Bank
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.
Date: November 6, 2008
Culp, Inc.
By: /s/ Kenneth R. Bowling
---------------------------------------
Kenneth R. Bowling
Vice President, Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
10.1 Thirteenth Amendment to Amended and Restated Credit
Agreement dated as of November 3, 2008 among Culp, Inc.
and Wachovia Bank, National Association, as Agent and as
Bank