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
May 16, 2005
Date of report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-31429 47-0351813
(Commission File Number) (IRS Employer Identification No.)
One Valmont Plaza
Omaha, NE 68154
(Address of Principal Executive Offices) (Zip Code)
(402) 963-1000
(Registrant's Telephone Number, Including Area Code)
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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 (see General Instruction A.2. below):
|_| 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))
Item 1.01. Entry Into Material Definitive Agreement.
On May 16, 2005, Valmont Industries, Inc. entered into Amendment No. 4 to
the Credit Agreement, dated as of May 4, 2004 by and among the parties and
lenders set forth on Amendment No. 4 included with the amendments to the Credit
Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Credit Agreement, as amended by Amendment No. 4: (1) increases, at
Valmont's request at any time prior to May 31, 2007 and with the lender's
consent, the $150 million revolving credit facility thereunder up to $200
million, (2) accrues interest for the revolving credit facility under the Credit
Agreement at the company's option at (a) the higher of the prime lending rate
and the Federal Funds Rate plus 50 basis points or (b) LIBOR plus a spread of
62.5 to 137.5 basis points, inclusive of facility fees, depending on the
company's debt to EBITDA ratio, and (3) accrues interest for the term loan
facility under the Credit Agreement at the company's option at (a) the higher of
the prime lending rate and the Federal Funds rate plus 50 basis points or (b)
LIBOR plus a spread of 62.5 to 137.5 basis points, depending on the company's
debt to EBITDA ratio.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The amendment of the company's Credit Agreement disclosed under Item 1.01
is incorporated by reference under this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Amendments 1, 2, 3, and 4 to Credit Agreement, dated as of May 4, 2004
by and between Valmont Industries, Inc. and the parties and lenders
named therein.
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.
Valmont Industries, Inc.
Date: May 16, 2005
By: /s/ Terry J. McClain
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Name: Terry J. McClain
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description Page No.
10.1 Amendments 1, 2, 3, and 4 to Credit Agreement, dated as of
May 4, 2004 by and between Valmont Industries, Inc. and the
parties and lenders named therein...............................5