Chesapeake Corp /VA/ - Current report filing (8-K)
October 02 2008 - 3:52PM
Edgar (US Regulatory)
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report: October 1, 2008
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(Date
of Earliest Event Reported)
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Commission
file number: 1-3203
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CHESAPEAKE
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Virginia
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54-0166880
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1021
East Cary Street
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Richmond,
Virginia
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23219
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
804-697-1000
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Not
Applicable
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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 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 240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 1, 2008, Chesapeake Corporation (the "Company" or "Chesapeake") reached
agreement with its lenders on the Company’s $250-million Senior Secured Credit
Facility on an amendment to the Credit Facility which includes a waiver of
compliance with certain financial condition covenants of the credit facility
through October 31, 2008. The amendment waives any potential event of default
for failure to meet the financial condition covenants for the third fiscal
quarter of the corporation (which ended September 28, 2008) until October 31,
2008.
Based on
current projections, the Company does not expect to be in compliance with the
financial covenants of the Senior Secured Credit Facility as of the end of the
waiver period on October 31, 2008. While the Company intends to
attempt to resolve compliance issues with the covenants by replacing or amending
the Senior Secured Credit Facility or obtaining waivers from
the lenders, there can be no assurance that these alternatives will
be successful on or before October 31, 2008. Failure to comply with
the covenants would be an event of default under the Senior Secured Credit
Facility. If such an event were to occur, the lenders under the Senior Secured
Credit Facility could require immediate payment of all amounts outstanding under
the Senior Secured Credit Facility and terminate their commitments to lend under
the Senior Secured Credit Facility and, pursuant to cross-default provisions in
many of the instruments that govern other outstanding indebtedness, immediate
payment of our other outstanding indebtedness could be required, all of which
would likely have a material adverse effect on the business, results of
operations and financial condition of the corporation.
ITEM
8.01 OTHER EVENTS
Chesapeake
Corporation issued a press release on October 1, 2008 announcing that it has
continued to make progress on its ongoing efforts to address the upcoming
maturity of its Senior Secured Credit Facility and its general liquidity
needs. The holders of more than 70 percent of the principal amount of
the corporation’s 10-3/8% Sterling-denominated senior subordinated notes due in
2011 and its 7% euro-denominated senior subordinated notes due in 2014 have
formed an ad hoc committee and retained Houlihan Lokey as their financial
advisor. The corporation has been actively engaged in constructive discussions
with the ad hoc committee and its advisor about financial restructuring
alternatives that the corporation expects would, if consummated, address the
corporation’s short-term and long-term financing, capital structure and
operational needs. The information contained in the press release,
which is attached as Exhibit 99.1 to this report, is incorporated herein by
reference.
The
information in Item 8.01 of this Form 8-K and the exhibit attached shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall they be deemed incorporated by reference in any
filing made by Chesapeake under the Securities Act of 1933, as
amended.
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ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c)
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Exhibits
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99.1
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Press
release, issued on October 1, 2008, providing update on financial
restructuring plan and bank covenant
waiver
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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 thereunto duly
authorized.
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CHESAPEAKE
CORPORATION
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(Registrant)
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Date: October
2, 2008
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BY:
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/s/ Joel K. Mostrom
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Joel
K. Mostrom
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Executive
Vice President & Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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99.1
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Press
release, issued on October 1, 2008, providing update on financial
restructuring plan and bank covenant waiver
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