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) October 20, 2004
HUBBELL INCORPORATED
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(Exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 799-4100
N/A
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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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 20, 2004, Hubbell Incorporated ("Hubbell") entered into a credit
agreement (the "Credit Agreement") with JPMorgan Chase Bank ("JPMCB"), as
administrative agent and lender (in its capacity as administrative agent, the
"Administrative Agent"), Fleet National Bank, Citibank, N.A., Wachovia Bank
National Association, Banco Popular, Barclays Bank, Mellon Bank, N.A., U.S. Bank
National Association, The Bank of New York, The Northern Trust Company and
Morgan Stanley Bank (each a "Lender" and, together with the Administrative
Agent, the "Lenders").
The terms and provisions of the Credit Agreement are, with the exception of the
maturity date, the net worth and indebtedness covenants and the interest rates,
identical with those of the agreement entered into on July 18, 2002 by and
among Hubbell, as borrower, the lenders party thereto, and JPMCB, as
administrative agent and as a lender. The new credit facility will be used for
working capital, capital expenditures and other lawful corporate purposes.
The Credit Agreement provides for a 5 year credit facility of $200 million in
revolving loans (the "Revolving Loans"). In addition to the Revolving Loans,
Hubbell will have the option to request that the Lenders bid for loans (the
"Competitive Loans"). The Lenders, in turn, will have the right, but not the
obligation, to submit bids with respect to Competitive Loans requests made by
Hubbell.
Revolving Loans will bear interest at a fluctuating rate per annum equal to the
higher of (a) the federal funds rate plus 0.5% and (b) JPMCB publicly announced
prime rate. Alternatively, at Hubbell's option, Revolving Loans will bear
interest at the Adjusted LIBO Rate, which is equal to the offered rate that
appears on page 3750 of the Dow Jones Market Service (the "LIBO rate")
multiplied by the Statutory Reserve Rate (a fraction comprised of (x) one as the
numerator and (y) one minus the aggregate of the maximum reserve percentages
established by the Board of Governors of the Federal Reserve System, as the
denominator) plus an applicable spread depending upon the ratings of the senior
unsecured long term debt of Hubbell.
Competitive Loans will bear interest, as specified by the applicable Lender in
its related competitive bid, either at the LIBO Rate plus (or minus, as
applicable) a marginal rate of interest or at a fixed rate of interest per
annum.
All Revolving Loans outstanding under the Credit Agreement will be due and
payable on October 20, 2009. All Competitive Loans under the Credit Agreement
will be due and payable on the last day of the interest period applicable to
such loans.
The Credit Agreement includes customary affirmative and negative covenants, such
as information covenants, compliance with law, limitations on the creation of
new indebtedness and on certain liens, restrictions on certain transactions with
affiliates, and maintenance of minimum net worth. A default under the Credit
Agreement may be triggered by events such as a failure to pay when due any
principal on any loan under the Credit Agreement, failure to comply with certain
covenants under the Credit Agreement, failure to make payments when due in
respect of or a failure to perform obligations relating to debt obligations in
excess of $50 million, or a change of control of Hubbell. A default under the
Credit Agreement would permit the participating banks to restrict Hubbell's
ability to further access the credit facility for loans and require the
immediate repayment of any outstanding loans with interest.
A copy of the Credit Agreement is attached hereto as an Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
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99.1 Credit Agreement, dated as of October 20, 2004, by and
among Hubbell Incorporated, the Lenders party thereto
from time to time and JPMorgan Chase Bank as
Administrative Agent.
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.
HUBBELL INCORPORATED
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(Registrant)
Date October 21, 2004
/s/ Richard W. Davies
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(Signature)*
Name: Richard W. Davies
*Print name and title of the signing Title: Vice President, General
officer under his signature. Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Document Description
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99.1 Credit Agreement, dated as of October 20, 2004, by and
among Hubbell Incorporated, the Lenders party thereto
from time to time and JPMorgan Chase Bank as
Administrative Agent.