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Ferro 8-K 2005

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.2
  4. Ex-10.3
  5. Ex-10.3
Ferro Corporation (Form: 8-K)  

 


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):   June 29, 2005

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-584 34-0217820
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1000 Lakeside Avenue, Cleveland, Ohio   44114
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-641-8580

Not Applicable
______________________________________________
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:

[  ]  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 a Material Definitive Agreement.

As of June 29, 2005, Ferro Corporation (the "Company") entered into the Fourth Amendment and Waiver to Credit Agreement (the "Amendment") to the Credit Agreement dated August 31, 2001 (the "Credit Agreement") with National City Bank, as administrative agent for the lending institutions named therein (the "Banks"), and such Banks. Among other matters, the Amendment modified certain covenants of the Credit Agreement pertaining to the allowable Leverage Ratio and Fixed Charge Ratio, amended the definition of Consolidated EBITDA and waived, until March 31, 2006, compliance by the Company with the financial reporting covenants relating to the delivery of quarterly and annual financial statements as well as compliance certificates. The Amendment is attached hereto as Exhibit 10.1.

In addition, as of June 30, 2005, the Company amended the Receivables Purchase Agreement dated September 28, 2000 with Citicorp North America, Inc., as Agent, and the Purchase and Contribution Agreement dated September 28, 2000 with Ferro Finance Corporation as Purchaser (together the "Receivable Program"). Among other matters, the termination of the Receivable Program was extended to June 29, 2006 from September 30, 2005, compliance with certain reporting requirements was waived and the date for delivery of certain financial information was extended to March 31, 2006. The documents covering the changes to the Receivable Program are attached hereto as Exhibits 10.2 and 10.3.






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.

         
    Ferro Corporation
          
July 1, 2005   By:   Hector R. Ortino
       
        Name: Hector R. Ortino
        Title: Chairman and Chief Executive Officer
         
    Ferro Corporation
          
July 1, 2005   By:   Thomas M. Gannon
       
        Name: Thomas M. Gannon
        Title: Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Fourth Amendment and Waiver to Credit Agreement, dated as of June 29, 2005
10.2
  Amendment to Receivables Purchase Agreement, dated as of June 30, 2005
10.3
  Amendment to Purchase and Contribution Agreement, dated as of June 30, 2005
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