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) November 23, 2004
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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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:
|_| 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 240.13a-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On November 23, 2004, Albany International Corp. (the "Company") amended the
Receivables Sale Agreement (the "Agreement") among Albany International
Receivables Corporation, Albany International Corp., ABN AMRO Bank N.V., as
agent for the Purchaser, the committed purchasers party thereto and Amsterdam
Funding Corporation, a Delaware corporation. The purpose of the amendment was to
extend the "Liquidity Termination Date" from November 23, 2004 to September 23,
2005. (The Agreement has been previously filed as Exhibit 10(j)(i).) A copy of
this amendment is furnished as Exhibit 99.1 to this report.
The parties to the agreement also changed the title of the prior amendment to
the Receivables Sale Agreement, which extended the "Liquidity Termination Date"
from September 24, 2004 to November 23, 2004, from the "Fourth" to the "Fifth"
amendment. A copy of this amendment is furnished as Exhibit 99.2 to this report.
Albany International Receivables Corporation is a "Qualified Special Purpose
Entity" under Financial Accounting Standards Board No. 140 and is a wholly owned
subsidiary of Albany International Corp. ABN AMRO Bank N.V. is a lender under
the Company's primary revolving credit facility and may provide other banking
and financial services to the Company from time to time.
Signature
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.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 30, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Sixth Amendment (dated November 23, 2004) to Receivables Sale
Agreement, dated as of September 28, 2001, among the
Registrant as the Collection Agent, Albany International
Receivables Corporation as the Seller, ABN AMRO Bank of N.V.,
as the Agent the Committed Purchasers party thereto, and
Amsterdam Funding Corporation.
99.2 Fifth Amendment (dated September 24, 2004) to Receivables
Sale Agreement