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)
August
31, 2006
____________________________
CONN'S,
INC.
(Exact
name of registrant as specified in charter)
Delaware
(State
or
other Jurisdiction of Incorporation or Organization)
|
000-50421
(Commission
File Number)
|
|
06-1672840
(IRS
Employer Identification No.)
|
| |
|
|
| |
3295
College Street
Beaumont,
Texas 77701
(Address
of Principal Executive Offices
and
zip code)
|
|
(409)
832-1696
(Registrant's
telephone
number,
including area code)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the
Securities Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the
Securities Act (17 CFR 240.13e-2(c))
Item
1.01 Entry into a Material Definitive Agreement.
In
connection with our asset securitization facility for the purchase of our
receivables, on August 31, 2006,
Conn Funding II, L.P., our Qualifying Special Purpose Entity, or QSPE, closed
and consummated its offering of an additional $150 million in medium term
asset
backed fixed rate notes, the net proceeds of which will be used primarily
to
fund the required cash reserve account and to reduce the amount outstanding
under the existing 2002 variable funding note. This offering increases the
total
capacity of the QSPE for purchases of receivables from us to approximately
$250
million in a addition to principal collections on existing receivables net
of
$10 million in monthly repayments, which are scheduled to begin in October
2006
on a $200 million Medium Term Note issued by the QSPE in September 2002.
In
connection therewith the parties named in documents listed below entered
into amendments or supplements to the following:
The
QSPE
entered into the 2006-A Supplement to the Base Indenture dated August 31,
2006, by and between Conn Funding II, L.P., as Issuer, and Wells Fargo Bank
Minnesota, National Association, as Trustee, which governs the terms of these
new notes, which
are
substantially similar to the existing outstanding notes of the QSPE.
Pursuant
to the Note Purchase Agreement between the QSPE and SunTrust Robinson Humphrey,
a division of SunTrust Capital Markets, Inc, as the Initial Purchaser, SunTrust
Robinson Humphrey is to purchased these notes on terms substantially
similar to the QSPE’s notes issued under the 2002 Supplements to the Base
Indenture with
each
of the three Series 2006-A tranches, the $90,000,000 5.507% Asset Backed
Fixed
Rate Notes (AAA rated by Moody’s Investor, Services), Class A, the $ 43,333,000
5.854% Asset Backed Fixed Rate Notes (A rated by Moody’s Investor, Services),
Class B, , and the $ 16,667,000 6.814% Asset Backed Fixed Rate Notes (BBB
rated
by Moody’s Investor Services), Class C, being priced at 100% of the principal
amount thereof.
For
more
information on our asset backed securitization facility, please see our
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report of Form 10-K, for the year ended
January 31, 2006 and our Quarterly Report on Form 10-Q, for the quarter ended
April 30, 2006.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
We
are
not directly liable to the lenders under the asset-backed securitization
facility described under Item 1.01. If the QSPE is unable to repay the notes
due
to the QSPE’s inability to collect the transferred customer accounts, the QSPE
could not pay the subordinated notes it has issued to us in partial payment
for
transferred customer accounts, and the Series 2002B and Series 2006 A lenders
could claim the balance in their, respective, restricted cash reserve accounts
put in place by the QSPE as an additional credit enhancement for these notes.
We
are contingently liable under a 10
million
letter of credit that secures our performance of our obligations or services
under the servicing agreement as it relates to the transferred assets that
are
part of the asset-backed securitization facility.
Effective, September 20, 2006 the amount of this letter of credit will be
increased by $ 10 million to $ 20 million to be available in the event the
$ 10
million dollar monthly principal payments on the Series B notes are not
available when the payments are due starting on October 20, 2006 and continuing
until the Series B notes are paid in full.
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.
CONN'S,
INC.
Date:
September 7, 2006
By:
/s/
David
L. Rogers
David
L.
Rogers
Chief
Financial Officer