Dominion Homes Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 27 2008 - 3:25PM
Edgar (US Regulatory)
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):
February 21, 2008
DOMINION HOMES, INC.
(Exact Name of
Registrant as Specified in Charter)
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Ohio
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0-23270
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31-1393233
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(State of Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4900 Tuttle Crossing Boulevard, P.O. Box 4900,
Dublin, Ohio
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43016-0993
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(Address of Principle Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code (614) 356-5000
(Former Name of 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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment
No. 8 and Limited Forbearance to Third Amended and Restated Credit Agreement
Effective February 21, 2008, Dominion Homes,
Inc. (the Company), and all of the participating lenders, the Huntington National Bank as Administrative Agent, and Silver Point Finance, LLC, as Senior Administrative Agent, entered into Amendment No. 8 and Limited Forbearance (the
Eighth Amendment) to the Third Amended and Restated Credit Agreement (the Credit Agreement) dated as of December 29, 2006. Pursuant to the Eighth Amendment, the Companys lenders agreed to forbear until the earlier
of June 30, 2008 or termination of the Merger Agreement (as defined in the Credit Agreement) from exercising their rights and remedies in respect of certain events of default specified therein under the Credit Agreement to facilitate the
consummation of the Merger (as defined in the Merger Agreement).
The Companys availability to borrow under the Credit Agreement is
subject to certain borrowing base limitations. The Eighth Amendment further modifies certain terms of the Credit Agreement to allow the Company to borrow up to the lesser of (i) $13,395,000 in excess of the borrowing base limitation, or
(ii) an amount equal to $213,395,000 minus the aggregate principal of the Companys Term Loans (other than any Term B Loan PIK Amount (as defined in the Credit Agreement) added to the principal balance of the Term B Loans from and after
September 30, 2007) and Revolving Loans (including overadvances) outstanding under the Credit Agreement.
The effect of the
modifications set forth in the Eighth Amendment, as described above, is to provide the Company with an additional $2,645,000 in borrowing capacity under the Credit Agreement.
The above description is qualified in its entirety by reference to the full text of the Eighth Amendment, which is attached hereto and incorporated by
reference herein as Exhibit 99.1, and the full text of the Credit Agreement, as amended by the First, Second, Third, Fourth, Fifth, Sixth and Seventh Amendments thereto, each of which are incorporated by reference to the Companys Forms 8-K
filed on January 3, 2007, January 29, 2007, March 8, 2007, September 17, 2007, September 27, 2007, October 31, 2007 and January 22, 2008 (one filing for both the Sixth and Seventh Amendments),
respectively.
Additional Information and Where to Find It
In connection with the proposed Merger and required shareholder approval, the Company will file with the Securities and Exchange Commission (SEC) a preliminary proxy statement and a definitive proxy
statement. The definitive proxy statement will be mailed to the shareholders of the Company. The COMPANYS SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE MERGER AGREEMENT. When these documents become available, the Companys shareholders may obtain free copies of them and other documents filed with the SEC at the
SECs web site at
http://www.sec.gov
. In addition, the Companys shareholders may also obtain copies of the documents filed by the Company with the SEC by directing a request by mail or telephone to Dominion Homes, Inc., Attn.:
Secretary, 4900 Tuttle Crossing Boulevard, Dublin, OH 43016, telephone: (614) 356-5000, or by going to the Companys Investors page on its corporate web site at
http://www.dominionhomes.com
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Participants in the Solicitation
The Company
and its officers and directors may be deemed to be participants in the solicitation of proxies from the Companys shareholders with respect to the Merger. Shareholders may obtain more detailed information regarding the direct and indirect
interests of the Company and its respective executive officers and directors in the Merger, which may be different than those of the Companys
shareholders generally, by reading the preliminary and definitive proxy statements regarding the Merger, when filed with the SEC.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibits are filed herewith:
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Exhibit
Number
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Exhibit
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99.1
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Amendment No. 8 and Limited Forbearance to Third Amended and Restated Credit Agreement, dated February 21, 2008, among Dominion Homes, Inc., The Huntington National Bank, as an Issuing Bank and
Administrative Agent, Silver Point Finance, LLC, as an Issuing Bank and Senior Administrative Agent, and the Lenders listed therein.
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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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DOMINION HOMES, INC.
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Date February 27, 2008
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By
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/s/ William G. Cornely
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William G. Cornely,
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Executive Vice President Finance, Chief
Financial Officer and Chief Operating Officer
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Exhibit Index
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Exhibit
Number
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Exhibit
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99.1
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Amendment No. 8 and Limited Forbearance to Third Amended and Restated Credit Agreement, dated February 21, 2008, among Dominion Homes, Inc., The Huntington National Bank, as an Issuing Bank and
Administrative Agent, Silver Point Finance, LLC, as an Issuing Bank and Senior Administrative Agent, and the Lenders listed therein.
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