U.S. 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: October 25, 2005
(Date of earliest event reported)
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1373 Broadway, Albany, New York 12204
(518) 445-2200
(Address and telephone number of the registrant's principal executive offices)
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On October 25, 2005, Albany International Corp. ("the Registrant") and certain
U.S. subsidiaries entered into a Note Agreement and Guaranty with the Prudential
Insurance Company of America and certain other purchasers, pursuant to which the
Registrant issued, and the purchasers purchased, notes in an aggregate principal
amount of $150,000,000. The notes bear interest at rate of 5.34% and have a
maturity date of October 25, 2017, with mandatory prepayments of $50 million on
each of October 25, 2013 and October 25, 2015. At the noteholders' election,
certain prepayments may also be required in connection with certain asset
dispositions or financings. The notes may not otherwise be prepaid without a
premium. The Note Agreement contains customary terms, as well as affirmative
covenants, negative covenants and events of default comparable to those in the
Registrant's current principal revolving credit facility. The notes are
guaranteed by certain of the Registrant's U.S. subsidiaries.
Most of the proceeds from the sale were applied to pay down all amounts
currently outstanding (approximately $127 million) under the Registrant's
principal revolving credit facility. (On October 25, the applicable interest
rate for three-month borrowings under the Registrant's principal revolving
credit facility was LIBOR plus 75 basis points, or 4.96%.) The balance will be
used for general corporate purposes.
A copy of the Note Agreement and Guaranty is being filed as an exhibit.
Signature
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.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
-------------------------------
Name: Michael C. Nahl
Title: Executive Vice President and
Chief Financial Officer
Date: October 25, 2005
Index to Exhibits
Exhibit Number Description of Document
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10(k)(ii) Note Agreement and Guaranty between Albany International
Corp., certain Subsidiaries and the Prudential Insurance
Company of America and certain other Purchasers named therein,
dated as of October 25, 2005.