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 earliest event reported) May 1, 2005
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(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:
|_| 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 240.13a-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On May 1, 2005, Albany International Corp. (the "Company") amended Exhibit A to
the Receivables Purchase and Sale Agreement (the "Agreement") among Albany
International Receivables Corporation, Albany International Corp., and the other
Company affiliates selling receivables under the Agreement. The purpose of the
amendment was to amend the Historical Loss Factor (as defined in the Agreement)
to reflect recent historical loss experience. (The Agreement has previously been
filed as Exhibit 10(j)(i).) A copy of this amendment is furnished as Exhibit
99.1 to this report.
Albany International Receivables Corporation is a "Qualified Special Purpose
Entity" under Financial Accounting Standards Board No. 140 and is a wholly owned
subsidiary of Albany International Corp.
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.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 2, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Third Amendment (dated May 1, 2005) to Receivables Purchase
and Sale Agreement, dated as of September 28, 2001, among the
Registrant and other affiliates of Registrant as Originators,
and Albany International Receivables Corporation as the Buyer.
Exhibit 99.1
ALBANY INTERNATIONAL RECEIVABLES CORPORATION
Albany International Corp.
Geschmay Corp.
Albany International Research Co.
Albany International Techniweave, Inc.
Albany International Canada Corp.
Re: Third Amendment to Exhibit A to Purchase and Sale Agreement dated
as of September 28, 2001 (the "Agreement")
Ladies and Gentlemen:
The undersigned, Albany International Receivables Corporation, as Buyer
under the Agreement, hereby proposes to further amend Exhibit A of the
Agreement, pursuant to the terms of such Exhibit A as well as Section 8.1 of the
Agreement, as follows:
The Historical Loss Factor, which was initially described as 0.6% of the
Face Amount of receivables sold to Buyer, and has been amended from time
to time to reflect actual historical loss experience, is hereby amended to
0.08%.
These changes in pricing terms shall be effective as of May 1, 2005.
Capitalized terms used but not defined above shall have the meanings ascribed to
them in the Agreement.
Please indicate your acceptance of the foregoing by executing in the space
provided below your name.
Very truly yours,
ALBANY INTERNATIONAL
RECEIVABLES CORPORATION
By: /s/
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David C. Michaels
President & Treasurer
ACCEPTED BY:
ALBANY INTERNATIONAL CORP.
By: /s/
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Name: Charles J. Silva, Jr.
Title: Vice President and General Counsel
GESCHMAY CORP.
By: /s/
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Name: Charles J. Silva, Jr.
Title: Vice President and Secretary
ALBANY INTERNATIONAL RESEARCH CO.
By: /s/
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Name: Charles J. Silva, Jr.
Title: Vice President
ALBANY INTERNATIONAL TECHNIWEAVE, INC.
By: /s/
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Name: Charles J. Silva, Jr.
Title: Secretary
ALBANY INTERNATIONAL CANADA CORP.
By: /s/
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Name: Edward Walther
Title: President