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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
July 26, 2005
Commission File Number 1-13873
STEELCASE INC.
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Michigan
(State of incorporation)
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38-0819050
(IRS employer identification number) |
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901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
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49508
(Zip code) |
(616) 247-2710
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.):
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))
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement
Steelcase Inc. (“Steelcase” or “the Company”) entered into a new $200 million syndicated credit
facility (“New Facility”) on July 26, 2005. The committed 5-year unsecured revolving credit facility replaces
Steelcase’s $250 million unsecured revolving credit facility that was scheduled to expire in July
2006. At the option of Steelcase, the New Facility can be increased up to $300 million,
subject to customary conditions. There are currently no borrowings outstanding under the New Facility.
The New Facility is provided by JPMorgan Chase Bank, N.A., as Administrative
Agent; Bank of America, N.A., and BNP Paribas, as Co-Syndication Agents; Fifth Third Bank and
Société Générale, as Co-Documentation Agents; and certain other lenders.
Steelcase can use borrowings under the New Facility for general corporate purposes. Maturities can
range from overnight to six months as determined by the Company, subject to certain limitations.
Interest on borrowings is based on LIBOR plus a margin, a base rate or prime rate plus a margin,
dependant on the term of the borrowings and as selected by Steelcase. The New Facility requires
Steelcase to comply with a maximum debt ratio covenant, a minimum interest coverage ratio covenant
and certain other covenants. The obligations of Steelcase are guaranteed by certain domestic
subsidiaries and one foreign subsidiary.
Fifth Third Bancorp or its subsidiaries hold more than 5% of the Company’s Class A and Class B
common stock as fiduciary, agent or custodian for individual or institutional customers. Fifth
Third Bank, a wholly owned subsidiary of Fifth Third Bancorp, is serving as a Co-Documentation
Agent and has committed $24 million to the New Facility.
The New Facility provides for customary events of default with corresponding grace periods, including,
among other things, failure to pay any principal or interest when due, failure to pay material indebtedness
or another default thereunder, failure to comply with covenants, certain insolvency or receivership
events affecting the Company or its subsidiaries, failure of representation or warranty to be true when
made or deemed made and a Change in Control (as defined in the New
Facility). In the event of a default
by the Company, the requisite number of Lenders (or the Administrative Agent at their request) may declare
all amounts owing under the New Facility immediately due and payable, terminate the Lenders commitments to
make loans under the New Facility and/or exercise any and all remedies and other rights under the New Facility.
For certain defaults related to insolvency and receivership, the commitments of the Lenders will be automatically
terminated and all outstanding loans and other amounts will become immediately due and payable.
The foregoing description is qualified in its entirety by reference to the New Facility, a copy
of which is attached to this Current Report as Exhibit 10.01 and is incorporated by reference
herein.
ITEM 1.02. Termination of a Material Definitive Agreement
Effective July 26, 2005, Steelcase terminated a $250 million unsecured revolving credit facility
dated July 29, 2003 (the “Prior Facility”). This Prior Facility was provided by Bank One, NA as
Administrative Agent; Bank of America, N.A. as Syndication Agent; and certain other lenders. This
Prior Facility was replaced by the $200 million New Facility noted in ITEM
1.01 above. A copy of the Prior Facility was filed under Form 8-K on August 7, 2003 and was
referenced as Exhibit 4.2 in Form 10-K for the year ended February 25, 2005.
The information provided in ITEM 1.01 of this Current Report on Form 8-K is incorporated into this ITEM 1.02 by
reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The information provided in ITEM 1.01 of this Current Report on Form 8-K is incorporated into this ITEM 2.03 by reference.
ITEM 9.01. Financial Statements and Exhibits
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| Exhibit |
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Description |
10.01
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Credit Agreement, dated as of July 26, 2005 among Steelcase Inc.
and JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and BNP Paribas, as
Co-Syndication Agents; Fifth Third Bank and Société Générale, as Co-Documentation
Agents; and certain other lenders.
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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, thereunto duly authorized.
Steelcase Inc.
Date: August 1, 2005
/S/James P. Keane
James P. Keane
Senior Vice President,
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
EXHIBIT INDEX
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| Exhibit |
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| Number |
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Description |
10.01
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Credit Agreement, dated as of July 26, 2005 among Steelcase Inc. and JPMorgan Chase
Bank, N.A., as Administrative Agent; Bank of America, N.A., and BNP Paribas, as Co-Syndication
Agents; Fifth Third Bank and Société Générale, as Co-Documentation
Agents; and certain other lenders. |