SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2006
(Exact name of registrant as specified in its charter)
(State or other
3250 Van Ness Avenue, San Francisco, California 94109
(Address of principal executive offices)
Registrants telephone number, including area code (415) 421-7900
(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:
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Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2006, Williams-Sonoma, Inc. (the Company) (i) amended its Reimbursement Agreements, dated as of July 1, 2005, and as amended as of September 9, 2005, with each of Bank of America, N.A., The Bank of New York and Wells Fargo Bank, N.A. (the Existing Banks) to, among other things, extend the expiration dates of the agreements, and (ii) entered into a new Reimbursement Agreement with each of JPMorgan Chase Bank, N.A. and U.S. Bank National Association (the New Banks and, collectively with the Existing Banks, the Banks). These Reimbursement Agreements allow the Company to request the Banks to issue letters of credit on the Companys behalf in an aggregate amount of up to $165,000,000. The Company can request the Banks to issue letters of credit up until the expiration of the agreements on September 8, 2007. The latest expiration possible for any future letters of credit issued under the agreements is February 5, 2008. The Company also has an unsecured revolving credit line with Bank of America, N.A., The Bank of New York, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association, among others.
The letter of credit facilities contain certain restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio (funded debt adjusted for lease and rent expense to EBITDAR) and a minimum fixed charge coverage ratio, and covenants limiting the Companys ability to dispose of assets, make acquisitions, be acquired, incur indebtedness, grant liens, make investments and repurchase stock. The Companys obligations under the letter of credit facilities are guaranteed by each of the Companys U.S. subsidiaries.
The letter of credit facilities contain events of default that include, among others, non-payment of reimbursement obligations, inaccuracy of representations and warranties, violation of covenants, bankruptcy and insolvency events, material judgments, cross defaults to certain other indebtedness and events constituting a change of control. The occurrence of an event of default could result in the acceleration of the Companys obligations under the letter of credit facilities, an obligation of the Company to deposit with the Banks as collateral an amount equal to all outstanding letters of credit, and an obligation of any or all of the Companys U.S. subsidiaries to pay the full amount of the Companys obligations under the letter of credit facilities.
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.
|Date: September 8, 2006||
/s/ Sharon L. McCollam
Sharon L. McCollam
Executive Vice President,
Chief Operating and
Chief Financial Officer