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) March 23, 2006
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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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:
|_| 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 240.13a-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Amendments to Convertible Note Hedge and Warrant Transactions
On March 23, 2006, Albany International Corp. (the "Company") entered into
amendments to the convertible note hedge transactions (the "Hedge Transactions")
and warrant transactions (the "Warrant Transactions") with JPMorgan Chase Bank,
N.A. and Bank of America, N.A., each an affiliate of an Initial Purchaser (as
defined below in Item 3.02). See Item 3.02 of this Current Report on Form 8-K
for a description of the amendments to the Hedge Transactions and the Warrant
Transactions.
Item 3.02 Unregistered Sales of Equity Securities.
Convertible Senior Notes
On March 28, 2006, the Company issued an additional $30 million aggregate
principal amount of 2.25% Convertible Senior Notes due 2026 (the "Additional
Notes") pursuant to the exercise in full by J.P. Morgan Securities Inc. and Banc
of America Securities LLC (the "Initial Purchasers") of the over-allotment
option contained in the Purchase Agreement dated March 8, 2006 between the
Company and J.P. Morgan Securities Inc., Banc of America Securities LLC, LaSalle
Financial Services, Inc., Daiwa Securities America Inc., HSBC Securities (USA)
Inc., Mitsubishi UFJ Securities International plc, Greenwich Capital Markets,
Inc. and Scotia Capital (USA) Inc (the "Purchase Agreement"). The Additional
Notes were sold to the Initial Purchasers in a private placement for resale to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). Pursuant to the terms of the Purchase
Agreement, the purchase price paid by the Initial Purchasers for the Additional
Notes was 97.5% of the initial offering price thereof. The Additional Notes were
issued pursuant to an Indenture dated as of March 13, 2006 (the "Indenture")
between the Company and The Bank of New York Trust Company, N.A., as Trustee.
See Item 3.02 of our Current Report on Form 8-K, dated March 13, 2006, for a
description of the Indenture and the Notes (including the Additional Notes)
issued pursuant thereto.
Amendments to Convertible Note Hedge and Warrant Transactions
On March 23, 2006, the Company entered into amendments to the Hedge
Transactions and the Warrant Transactions with JPMorgan Chase Bank, N.A. and
Bank of America, N.A. The amendments to the Hedge Transactions increased the
scope of the Hedge Transactions to correspond to the issuance of the Additional
Notes. The amendments to the Warrant Transactions resulted in the sale by the
Company of 687,331 additional warrants on its common stock. The Company paid a
premium of approximately $7.8 million for the amendments to the Hedge
Transactions and received a premium of approximately $5.3 million for the
amendments to the Warrant Transactions, for a net cost of approximately $2.6
million (the numbers may not add up, due to rounding error). After giving effect
to the amendments to the Warrant Transactions, the Company has sold warrants on
4,123,986 shares of the Company's common stock.
Except as specified in the amendments, the terms of the Hedge Transactions
and the Warrant Transactions remain the same. See Item 3.02 of our Current
Report on Form 8-K, dated March 13, 2006, for a description of the Hedge
Transactions and the Warrant Transactions. We issued and sold the additional
warrants in transactions exempt from the registration requirements of the
Securities Act because the offer and sale did not involve a public offering.
There were no underwriting commissions or discounts in connection with the sale
of the warrants.
The preceding description of the amendments to the Hedge Transactions and
the Warrant Transactions is qualified in its entirety by reference to Exhibits
10.1 and 10.2, respectively, which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
10.1 Amendments, dated March 23, 2006, to convertible note hedge transaction
confirmations, dated as of March 7, 2006, by and between JPMorgan Chase
Bank, N.A., Bank of America, N.A. and the Company
10.2 Amendments, dated March 23, 2006, to warrant transaction confirmations,
dated as of March 7, 2006, by and between JPMorgan Chase Bank, N.A., Bank
of America, N.A. and the Company
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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/ David C. Michaels
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Name: David C. Michaels
Title: Vice President - Treasury and Tax
Date: March 28, 2006
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Index to Exhibits
Exhibit Number Description of Document
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10.1 Amendments, dated March 23, 2006, to convertible note hedge
transaction confirmations, dated as of March 7, 2006, by and
between JPMorgan Chase Bank, N.A., Bank of America, N.A. and
the Company
10.2 Amendments, dated March 23, 2006, to warrant transaction
confirmations, dated as of March 7, 2006, by and between
JPMorgan Chase Bank, N.A., Bank of America, N.A. and the
Company
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