SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 14, 2006
LIBBEY INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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1-12084
(Commission File Number)
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34-1559357
(IRS Employer identification
No.) |
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| 300 Madison Avenue |
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| Toledo, Ohio
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43604 |
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(Zip Code) |
Registrant’s telephone number, including area code: (419) 325-2100
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events
Background
Libbey
Inc. (the Company) is filing this Current Report on Form 8-K for
the purpose of conforming its reportable segment information presented in the
accompanying consolidated financial statements at December 31,
2005 and 2004 to reflect recent changes in its management structure
following the 2006 acquisition of Vitrocrisa Holding, S. de R.L. de
C.V. (Crisa) and to include disclosures of condensed consolidating
guarantor and non-guarantor financial statement information resulting
from the refinancing described below.
Refinancing
On June 16, 2006, Libbey Glass Inc. (“Libbey Glass”) issued $306 million aggregate principal amount
of floating rate senior secured notes due 2011 (the “Senior Notes”).
On June 16, 2006, Libbey Glass issued $102 million aggregate principal amount of 16% senior
subordinated secured pay-in-kind notes due 2011 (the “PIK Notes” and together with the Senior
Notes, the “Notes”).
Libbey Glass is a direct wholly owned subsidiary of Libbey Inc. and the issuer of the Notes. The
obligations of Libbey Glass under the Notes are fully and unconditionally and jointly and severally
guaranteed by Libbey Inc. and by certain indirect, wholly owned domestic subsidiaries of Libbey
Inc, as described below. All are related parties that were included in the Condensed Consolidated
Financial Statements in our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2006, filed with the Commission on August 9, 2006.
At September 30, 2006 and December 31, 2005, Libbey Inc.’s indirect, wholly-owned domestic
subsidiaries were Syracuse China Company, World Tableware Inc., LGA4 Corp., LGA3 Corp., The
Drummond Glass Company, LGC Corp., Traex Company, Libbey.com LLC, LGFS Inc. and LGAC LLC (together
with Crisa Industrial LLC, which became an indirect, wholly owned subsidiary of Libbey Inc. on June
16, 2006, the “Subsidiary Guarantors”). Exhibit 99.2 contains consolidating financial statements of
(a) the parent, Libbey Inc., (b) the issuer, Libbey Glass, (c) the Subsidiary Guarantors, (d) the
indirect subsidiaries of Libbey Inc. that are not Subsidiary Guarantors (collectively,
“Non-Guarantor Subsidiaries”), (e) the consolidating elimination entries, and (f) the consolidated
totals. Because Libbey Glass had not issued the Notes on March 16, 2005, when we filed our Form
10-K for the fiscal year-ended December 31, 2005, that Form 10-K did not include the attached
consolidating financial statements.
Reorganization
After completing the acquisition of the 51% of Vitrocrisa Holding, S. de R.L. de C.V. that we did
not previously own and the subsequent organizational changes
occurring as a result, we determined we should disclose three
reportable operating segments for financial reporting purposes: North American Glass, North American Other and
International. Exhibit 99.2 contains segment disclosure
information at December 31, 2005 consistent with the
organizational changes described above. In addition, Exhibit 99.1 contains the Results of Operations section of
Management’s Discussion and Analysis of Financial Condition and Results of Operations for fiscal
year ended December 31, 2005, which has been updated to include discussion of these segment
results.
Exhibits
99.1, 99.2 and 99.3 included in this 8-K are incorporated by reference into Item 8.01.
Item 9.01. Exhibits
(d) Exhibits.
23.1
Consent of Ernst & Young LLP
99.1 Updated Results of Operations section of Management’s Discussion and Analysis of Financial
Condition and Results of Operations for the fiscal year ended December 31, 2005
99.2 Financial Statements and Supplementary Data
99.3
Schedule Valuation and Qualifying Accounts (Consolidated)
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