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) February 7, 2006
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Footstar, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11681 22-3439443
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(Commission File Number) (IRS Employer Identification No.)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
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(Address of Principal Executive Offices) (Zip Code)
(201) 934-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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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 (see General Instruction 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 7, 2006, the First Amended Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code of Footstar, Inc. (the "Company") became
effective and the Company entered into the Amended and Restated Exit Credit
Agreement (the "Credit Agreement"), by and among Footstar Corporation (together
with the Company, the "Borrowers"), Bank of America, N.A., as Administrative
Agent, Swingline Lender and Collateral Agent, General Electric Capital
Corporation, as Syndication Agent, and the lenders thereunder. The Credit
Agreement replaces the Amended and Restated Debtor-in-Possession and Exit Credit
Agreement, dated as of June 25, 2004, as amended, that the Company had
previously entered into during the pendency of its chapter 11 case.
The Credit Agreement, subject to the terms and conditions thereunder,
provides for up to $100,000,000 of revolving commitments (inclusive of a
$40,000,000 sublimit for letters of credit). Availability under the Credit
Agreement is determined by a borrowing base formula based upon inventory and
accounts receivable. The maturity date under the Credit Agreement is the earlier
to occur of (a) November 30, 2008 and (b) thirty days prior to the termination
of the Company's Amended and Restated Master Agreement with Kmart Corporation
and Sears Holdings Corporation, dated as of August 24, 2005, in accordance with
Section 4.2 thereof.
The Credit Agreement is secured by substantially all of the
Borrowers' assets. The Credit Agreement contains various affirmative covenants
that the Company is required to comply with, including covenants pertaining to
delivery of financial statements, notices of material events, information
regarding collateral, existence, conduct of business, maintenance of properties,
insurance, casualty and condemnation, books and records, inspection and audit
rights, appraisals, compliance with laws, use of proceeds and letters of credit,
additional subsidiaries, and after acquired real estate. The Credit Agreement
also contains various negative covenants that the Company is required to comply
with, including covenants pertaining to indebtedness and other obligations,
liens, fundamental changes, investments, loans, advances, guarantees,
acquisitions, asset sales, blocked sales, transfers, restricted payments,
certain payments of indebtedness, transactions with affiliates, restrictive
agreements, amendment of material documents, additional subsidiaries, excess
availability, fixed charge coverage ratio, maximum capital expenditures, and
sale and leaseback transactions.
The foregoing description of the Credit Agreement is qualified in its
entirety by reference to the Credit Agreement, which is incorporated herein by
reference and attached hereto as Exhibit 10.1.
ITEM 8.01. OTHER EVENTS.
On February 13, 2006 the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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10.1 Amended And Restated Exit Credit Agreement
99.1 Press release of the Company dated February 13, 2006.
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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.
Date: February 13, 2006
FOOTSTAR, INC.
By: /s/ Maureen Richards
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Maureen Richards
Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Amended And Restated Exit Credit Agreement
99.1 Press release of the Company dated February 13, 2006.
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