SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2006
LIBBEY INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12084 34-1559357
(State of incorporation) (Commission File Number) (IRS Employer
identification No.)
300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 325-2100
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] 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))
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed by Libbey Inc. (the "Company")
to supplement the Company's Current Report on Form 8-K filed on April 3, 2006
(the "Original Report"). The Original Report inadvertently omitted a description
of the Form of Exchange-In-Kind Deed, which is an exhibit to the Purchase
Agreement. This Current Report also has attached as exhibits the Purchase
Agreement, including the Non-Competition Agreement and Exchange-In-Kind Deed,
and the Second Amendment (each described below). This Amendment is filed solely
to expand upon the information previously reported under Item 1.01 and 9.01.
ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT
On April 2, 2006, Libbey, Inc., a Delaware corporation ("Libbey"), and
its wholly-owned subsidiaries Libbey Mexico, S. de R.L. de C.V., a
Mexican Sociedad de Responsabilidad Limitada de Capital Variable,
Libbey Europe, B.V., a limited liability company (besloten vennootschap
met beperkte aansprakelijkheid) organized under the laws of the
Netherlands, and LGA3 Corporation, a Delaware corporation
(collectively, the "Purchasers"), entered into a Purchase Agreement
("Purchase Agreement") with Vitro, S.A. de C.V., a Mexican Sociedad
Anonima de Capital Variable ("Vitro"), Crisa Corporation, a Delaware
corporation (together with Vitro, the "Sellers"), Crisa Libbey S.A. de
C.V., a Mexican Sociedad Anonima de Capital Variable ("Crisa Libbey"),
Vitrocrisa Holding, S. de R.L. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable ("VC Holding"), Vitrocrisa
S. de R.L. de C.V., a Mexican Sociedad de Responsabilidad Limitada de
Capital Variable ("Vitrocrisa"), Vitrocrisa Comercial, S. de R.L. de
C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital
Variable ("VC Comercial"), Crisa Industrial, L.L.C., a Delaware limited
liability company (collectively with Crisa Libbey, VC Holding,
Vitrocrisa and VC Comercial, "Crisa"). Pursuant to the Purchase
Agreement, the Purchasers will acquire from the Sellers their remaining
51% of the equity interests in Crisa for a total purchase price of $80
million in cash. Following the closing, the Sellers will bear
responsibility for certain liabilities associated with Crisa and will
provide transition services to Crisa, including the services of one key
member of Crisa management. The transactions are expected to close on
or prior to May 31, 2006, but are subject to a number of conditions set
forth in the Purchase Agreement, including the Purchasers' ability to
obtain financing that is sufficient to refinance Purchasers' existing
debt and Crisa's existing debt of approximately $65 million. If the
parties are unable to consummate the transactions by May 31, 2006,
under certain circumstances the Purchasers would be required to pay the
Sellers a $3 million break-up fee.
At the closing of the transactions, the parties to the Purchase
Agreement will enter into a Non-Competition Agreement that will require
the Sellers to make certain payments to the Purchasers if the Sellers
directly or indirectly engage in competition with Crisa in Mexico or
certain other regions at any time within five years after the closing.
Subject to limited exceptions, the Purchase Agreement prohibits the
Sellers from competing with Crisa in other regions at any time within
five years after the closing.
At the closing of the transactions, Vitro and Vitrocrisa will enter
into an Exchange-In-Kind Deed pursuant to which ownership of the Plant
C Real Property (as defined in the Purchase Agreement) will be
transferred to Vitro and ownership of the Plant I Real Property (as
defined in the Purchase Agreement) will be transferred to Vitrocrisa.
In accordance with the Exchange-In-Kind Deed, subject to certain
limitations, Vitrocrisa will have the right to occupy and utilize the
Plant C Real Property for a period of three years following the closing
for no additional consideration.
In addition, on April 2, 2006, Vitro, Crisa Texas Ltd DBA Crisa Ltd., a
Texas limited partnership ("Crisa Ltd"), as successor to Crisa
Corporation, a Texas corporation; VC
Comercial, as successor to Vitrocrisa (collectively, the "Vitro
Parties"), Libbey, and Libbey Glass Inc., a Delaware corporation
(together with Libbey, the "Libbey Parties") entered into a Second
Amendment to Amended and Restated Distribution Agreement (the "Second
Amendment"), further amending the Amended and Restated Distribution
Agreement, dated August 29, 1997, as amended May 1, 2003. The Second
Amendment provides that the Libbey Parties will not be obligated to pay
Crisa Ltd any profit sharing payments with respect to products of VC
Comercial shipped and invoiced by the Libbey Parties on or after
February 1, 2006, unless and until the aggregate amount of profit
sharing that the Libbey Parties would have otherwise been obligated to
pay to Crisa Ltd exceeds $3 million. The Second Amendment requires that
the Libbey Parties make all of such profit sharing payments to Crisa
Ltd if the Purchase Agreement is terminated in accordance with its
terms and the stockholders of Vitro have approved the consummation of
the transactions contemplated by the Purchase Agreement.
The foregoing description of the Purchase Agreement, including the
Non-Competition Agreement and Exchange-In-Kind Deed, the Second
Amendment and the transactions contemplated thereby, is qualified in
its entirety by reference to the complete text of the Purchase
Agreement, including the Non-Competition Agreement and Exchange-In-Kind
Deed, and the Second Amendment, copies of which are attached as
exhibits to this Current Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
2.1 Purchase Agreement, dated April 2, 2006, among Vitro, S.A. de
C.V., Crisa Corporation, Crisa Libbey S.A. de C.V., Vitrocrisa
Holding, S. de R.L. de C.V., Vitrocrisa S. de R.L. de C.V.,
Vitrocrisa Comercial, S. de R.L. de C.V., Crisa Industrial,
L.L.C., Libbey Mexico, S. de R.L. de C.V., Libbey Europe,
B.V., LGA3 Corporation, and Libbey Inc.
10.1 Second Amendment to Amended and Restated Distribution
Agreement, dated April 2, 2006, among Vitro, S.A. de C.V.
(formerly Vitro, S.A), Crisa Texas Ltd DBA Crisa Ltd., as
successor to Crisa Corporation; Vitrocrisa Comercial, S. de
R.L.. de C.V., as successor to Vitrocrisa, S. de R.L. de C.V.
(formerly Vitrocrisa, S.A. de C.V.); Libbey Inc. and Libbey
Glass Inc.
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 here unto duly authorized.
LIBBEY INC.
Registrant
Date: April 4, 2006 By: /s/ Scott M. Sellick
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Scott M. Sellick
Vice President, Chief Financial Officer
(Principal Accounting Officer)