CRAWFORD & COMPANY
UNITED STATES
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) OCTOBER 2, 2006
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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1-10356
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58-0506554 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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5620 Glenridge Drive, N.E., Atlanta, Georgia
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30342 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(404) 256-0830
(Registrants Telephone Number, Including Area Code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 September 30, 2005 Crawford & Company (the Company) executed a First Amended and Restated
Credit Agreement (Amended Revolving Credit Agreement) to its existing $70.0 million Revolving
Credit Agreement (Revolving Credit Agreement) dated October, 2003. The Amended Revolving Credit
Agreement was filed as an exhibit to the Form 8-K filed by the Company on October 5, 2005. On June
16, 2006, the Company entered into Amendment No. 1 to the First Amended and Restated Credit
Agreement which was filed as an exhibit to the Form 8-K filed by the Company on June 22, 2006. On
August 15, 2006, the Company entered into Amendment No. 2 to the First Amended and Restated Credit
Agreement which was filed as an exhibit to the Form 8-K filed by the Company on August 18, 2006.
Circulated for signature on September 21, 2006 and effective as of October 2, 2006, the Company entered into Amendment No. 3 to the First Amended and Restated
Credit Agreement, (Amendment No. 3). Amendment No. 3 is included herein as an Exhibit to this
Form 8-K.
The stock of Crawford & Company International, Inc., a wholly-owned subsidiary of the Company,
continues to be pledged as security under the agreement and the Companys U.S. subsidiaries remain
guarantors for the Companys obligations under the agreement.
As a result of Amendment No. 3 to the Amended Revolving Credit Agreement the original provisions of
the agreement have been modified at October 2, 2006 to increase the permitted acquisition basket
limit from $15,000,000 to $25,000,000 for a twelve month period beginning on August 1, 2006 and
ending on July 31, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
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Exhibit Number |
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Descriptions |
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10.1
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Amendment No. 3 to First Amended and Restated Credit Agreement |
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 hereunto duly authorized.
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CRAWFORD & COMPANY |
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By:
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/s/ R. E. Powers, III |
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R. E. Powers, III
Assistant Corporate Secretary |
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Dated: October 4, 2006 |
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