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): April 22,
2005 |
M/I
HOMES, INC. |
(Exact
name of registrant as specified in its charter) |
|
|
|
|
|
Ohio |
|
1-12434 |
|
31-1210837 |
(State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
Incorporation or Organization) |
|
File
Number) |
|
Identification
No.) |
3
Easton Oval, Suite 500, Columbus, Ohio |
43219
|
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
|
(614)
418-8000 |
(Telephone
Number) |
N/A |
(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:
oWritten communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a.12)
oPre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Section
1 - Registrant's Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
Effective
April 22, 2005, M/I Homes, Inc. (the "Registrant") amended and restated its
unsecured Credit Agreement (the “Amended and Restated Credit Agreement”) among
the Registrant, as Borrower, the Lenders (as defined in the Amended and Restated
Credit Agreement) party thereto, JPMorgan Chase Bank, N.A., successor by merger
to Bank One, NA, as Agent for the Lenders. The Amended and Restated Credit
Agreement increased the aggregate commitment to $600 million from $500 million
and retains the maturity day of September 26, 2008. As of April 22, 2005, an
aggregate of $225 million in borrowings and letters of credit was outstanding
under the Amended and Restated Credit Agreement.
Borrowings
under the Amended and Restated Credit Agreement may be prepaid and, if the
Registrant is not in default, re-borrowed. Interest is payable periodically
based on the type of loan (base rate or LIBOR) and the interest period selected.
Borrowing under the Amended and Restated Credit Agreement have a variable
interest rate which, depending on the type of loan (base rate or LIBOR) selected
under the Amended and Restated Credit Agreement, is (1) the greatest of (a) the
prime rate, (b) 1% plus the Base CD Rate or (c) 0.5% plus the Federal Funds
Rate, plus, in either case, a margin (for base rate loans) or (2) the adjusted
LIBOR (for LIBOR loans), plus a margin.
The
Amended and Restated Credit Agreement also provides the Registrant with the
ability to request an increase in the aggregate commitment of up to $150
million, at any time prior to September 26, 2008.
The
financial covenants under the Amended and Restated Credit Agreement consist of,
among others, maintenance of minimum net worth, minimum interest coverage ratio
and a maximum leverage ratio along with negative covenants addressing
limitations on secured indebtedness, liens, fundamental changes, acquisitions,
land inventory, investments, transactions with affiliates and officers, sale and
leaseback transactions, payments of subordinated indebtedness and modifications
of subordinated agreements, negative pledge clauses, and speculative housing
inventory.
The
Registrant’s obligations under the Amended and Restated Credit Agreement are
guaranteed by the Registrant’s subsidiaries. The obligations of the Registrant
under the Amended and Restated Credit Agreement may be accelerated upon the
occurrence of specified events of default.
A copy of
the Amended and Restated Credit Agreement is being filed as Exhibit 10 to this
Current Report on Form 8-K. The foregoing summary of the Amended and Restated
Credit Agreement is qualified in its entirety by reference to Exhibit
10.
Registrant
and one of its subsidiaries, M/I Financial Corp., are parties to an unsecured
$40 million revolving credit agreement, dated May 3, 2001, as amended, with
Guaranty Bank, one of the Lenders under the Amended and Restated Credit
Agreement. Loans under this revolving credit agreement are used for M/I
Financial Corp.’s business purposes.
Robert H.
Schottenstein, the Chairman and Chief Executive Officer of the Registrant, is a
director of Huntington Bancshares Incorporated, the parent of The Huntington
National Bank, a Lender under the Amended and Restated Credit Agreement.
Section
2 - Financial Information
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
discussion of the Amended and Restated Credit Agreement entered into by the
Registrant as of April 22, 2005 is incorporated herein by reference from "Item
1.01. Entry into a Material Definitive Agreement" of this Current Report on Form
8-K.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits:
Exhibit
No. |
|
Description
of Documents |
|
|
|
10 |
|
Amended
and Restated Credit Agreement effective as of April 22, 2005 by and among
M/I Homes, Inc., as Borrower and the Lenders (as defined in the Amended
and Restated Credit Agreement) party thereto and JPMorgan Chase Bank, NA
as Agent for the Lenders. |
|
|
|
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.
Date:
April 27, 2005
M/I
Homes, Inc.
By: |
/s/
Phillip G. Creek |
|
Phillip
G. Creek |
|
Senior
Vice President, |
|
Chief
Financial Officer, Director |
|
(Principal
Financial Officer) |
|
|
Index to
Exhibits
Exhibit
No. |
|
Description
of Documents |
|
|
|
10 |
|
Amended
and Restated Credit Agreement effective as of April 22, 2005 by and among
M/I Homes, Inc., as Borrower and the Lenders (as defined in the Amended
and Restated Credit Agreement) party thereto and JPMorgan Chase Bank,
N.A., as Agent for the Lenders. |