Unassociated Document
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
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Date
of report (Date of earliest event reported):
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HNI
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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Iowa
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0-2648
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42-0617510
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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408
East Second Street, P.O. Box
1109, Muscatine, Iowa 52761-0071
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(Address
of Principal Executive Offices, Including Zip Code)
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Registrant's
telephone number, including area code:
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NA
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see
General
Instruction A.2.):
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
1.01 Entry
Into a Material Definitive Agreement.
On
November 8, 2006, HNI Corporation (the "Corporation"), as borrower, certain
domestic subsidiaries of the Corporation, as guarantors (the "Guarantors"),
certain lenders (the "Lenders") and Wachovia Bank, National Association, as
administrative agent for the Lenders ("Wachovia"), entered into a Third
Amendment to Credit Agreement (the "Third Amendment"). The Third Amendment
amends the Credit Agreement, dated as of January 28, 2005, by and among the
Corporation, the Guarantors, the Lenders and Wachovia (the "Credit Agreement"),
a copy of which was previously filed as Exhibit 10.1 to the Corporation's
Current Report on Form 8-K filed February 2, 2005. The Credit Agreement was
previously amended by the First Amendment to Credit Agreement, dated as of
December 22, 2005, by and among the Corporation, the Guarantors, the Lenders
and
Wachovia, a copy of which was previously filed as Exhibit 99.1 to the
Corporation's Current Report on Form 8-K filed February 17, 2006; and by the
Second Amendment to Credit Agreement, dated as of April 5, 2006, by and among
the Corporation, the Guarantors, the Lenders and Wachovia, a copy of which
was
previously filed as Exhibit 10.1 to the Corporation's Current Report on Form
8-K
filed April 10, 2006.
The
Third
Amendment reduces the effective interest rate paid by the Corporation on amounts
borrowed under to the Credit Agreement and provides for certain changes to
the
covenants in the Credit Agreement to clarify the rights of one of the
Corporation’s affiliates to make certain permitted investments. All other terms
and conditions of the Credit Agreement remain unchanged.
Certain
of the Lenders party to the Third Amendment, and their respective affiliates,
have performed, and may in the future perform for the Corporation and its
subsidiaries, various commercial banking, investment banking, underwriting
and
other financial advisory services, for which they have received, and will
receive, customary fees and expenses.
The
foregoing description of the Third Amendment and related matters is qualified
in
its entirety by reference to the Third Amendment, which is filed as Exhibit
10.1
hereto and incorporated herein by reference.
Section
2 - Financial Information
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
Arrangement of a Registrant.
The
information contained in Item 1.01 in this Current Report on Form 8-K is
incorporated herein by reference.
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes
in Registrant's Certifying Accountant.
(a)
Previous Independent Registered Public Accounting Firm.
On
November 8, 2006, the Audit Committee of the Corporation's Board of Directors
(the "Committee") dismissed Deloitte & Touche LLP ("D&T") as the
independent registered public accounting firm for the HNI Corporation
Profit-Sharing Retirement Plan (the "Plan").
The
reports of D&T on the Plan's financial statements for the years ended
December 31, 2005 and 2004 contained no adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.
During
the years ended December 31, 2005 and 2004 and through November 8, 2006, there
have been no disagreements with D&T on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of D&T would have
caused D&T to make reference thereto in its reports on the Plan's financial
statements for such years.
During
the years ended December 31, 2005 and 2004, and through November 8, 2006, there
have been no "reportable events," as that term is defined in Item 304(a)(1)(v)
of Regulation S-K, with respect to the Plan.
The
Corporation provided D&T with a copy of the foregoing disclosures, and
requested that D&T furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the aforementioned
statements. A copy of the letter furnished by D&T in response to that
request is attached as Exhibit 16.1 to this Current Report on Form
8-K.
(b)
New
Independent Registered Public Accounting Firm.
On
November 9, 2006, the Committee engaged Virchow, Krause & Company, LLP
("Virchow") as the Plan's independent registered public accounting firm for
the
year ended December 31, 2006. During the years ended December 31, 2005 and
2004,
and through November 8, 2006, neither the Corporation nor anyone acting on
behalf of the Corporation consulted Virchow regarding any of the matters or
events set forth in Item 304(a)(2) of Regulation S-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
The
following exhibits relating to Items 1.01 and 4.01 are filed as part of this
Current Report on Form
8-K.
Exhibit
No.
Description
| 10.1 |
Third Amendment to Credit Agreement, dated as
of
November 8, 2006, by and among
HNI Corporation, as Borrower, certain domestic subsidiaries of
HNI
Corporation,
as Guarantors, certain lenders party thereto and Wachovia Bank, National
Association, as Administrative Agent.
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| 16.1 |
Letter
from Deloitte & Touche LLP dated November 8, 2006, regarding change in
independent registered public accounting firm for the HNI Corporation
Profit-
Sharing
Retirement Plan.
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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.
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HNI
CORPORATION |
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| Date:
November 13, 2006 |
By: |
/s/ Jeffrey
D. Lorenger |
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Jeffrey
D. Lorenger
Vice
President, General Counsel and Secretary
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Exhibit
Index
Exhibit
No.
Description
| 10.1 |
Third Amendment to Credit Agreement, dated
as of
November 8, 2006, by and among
HNI Corporation, as Borrower, certain domestic subsidiaries of
HNI
Corporation,
as Guarantors, certain lenders party thereto and Wachovia Bank,
National
Association, as Administrative Agent.
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| 16.1 |
Letter
from Deloitte & Touche LLP dated November 8, 2006, regarding change in
independent registered public accounting firm for the HNI Corporation
Profit-
Sharing
Retirement Plan.
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