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 the earliest event reported)
June 14, 2005
----------------
Kronos International, Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 333-100047 22-2949593
------------------- ------------------ -----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
---------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
--------------
(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 (see General Instruction A.2):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement
On June 14, 2005, certain indirect operating subsidiaries of the Company,
Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS, Kronos Norge AS,
Titania AS and Kronos Denmark ApS (collectively, the "Borrowers") entered into
the Second Amendment Agreement Relating to a Facility Agreement dated June 25,
2002 (the "Amendment") with Deutsche Bank AG as mandated lead arranger, Deutsche
Bank Luxembourg S.A. as agent and the lenders participating in the amended
revolving credit facility (collectively, the "Lenders"). The Amendment extends
the term and amends certain other terms and conditions of the original euro 80
million secured revolving credit facility between the Borrowers and the lenders
participating in such original credit facility (the "Amended Revolving Credit
Facility"). The Amended Revolving Credit Facility matures in June 2008.
Borrowings under the Amended Revolving Credit Facility bear interest at the
applicable interbank market rate plus 1.125%. The Amended Revolving Credit
Facility is collateralized by the accounts receivable and the inventories of the
Borrowers and a limited pledge of all of the other assets of Kronos Europe
S.A./N.V. The Amended Revolving Credit Facility contains representations,
warranties and covenants customary in lending transactions of this type,
including certain restrictive covenants that, among other things, restrict the
ability of the Borrowers to incur debt, incur liens, pay dividends or merge or
consolidate with, or sell or transfer all or substantially all of their assets
to, another entity. There is no material relationship between the Company or the
Borrowers and the Lenders other than the Amended Revolving Credit Facility
described herein. The Amendment, including the Amended Revolving Credit Facility
attached thereto as Schedule 2, is attached hereto as Exhibit 10.1 and is
incorporated herein by this reference, and the foregoing summary is qualified in
its entirety by reference to such Amendment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
---------- --------------------------------------------------------
10.1 Second Amendment Agreement Relating to a Facility
Agreement dated June 25, 2002 executed as of June 14,
2005 by and among Deutsche Bank AG, as mandated lead
arranger, Deutsche Bank Luxembourg S.A. as agent, the
participating lenders, Kronos Titan GmbH, Kronos Europe
S.A./N.V, Kronos Titan AS, Kronos Norge AS, Titania AS
and Kronos Denmark ApS. Certain schedules, exhibits,
annexes and similar attachments to this Exhibit 10.1
have not been filed; upon request, the Reporting Persons
will furnish supplementally to the Commission a copy of
any omitted exhibit, annex or attachment.
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.
KRONOS INTERNATIONAL, INC.
(Registrant)
By: /s/ Gregory M. Swalwell
-----------------------
Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: June 20, 2005
INDEX TO EXHIBITS
Exhibit No. Description
----------- --------------------------------------------------
Item No. Exhibit Index
---------- ----------------------------------------
10.1 Second Amendment Agreement Relating to a Facility
Agreement dated June 25, 2002 executed as of June 14,
2005 by and among Deutsche Bank AG, as mandated lead
arranger, Deutsche Bank Luxembourg S.A. as agent, the
participating lenders, Kronos Titan GmbH, Kronos Europe
S.A./N.V, Kronos Titan AS, Kronos Norge AS, Titania AS
and Kronos Denmark ApS. Certain schedules, exhibits,
annexes and similar attachments to this Exhibit 10.1
have not been filed; upon request, the Reporting Persons
will furnish supplementally to the Commission a copy of
any omitted exhibit, annex or attachment.