Attached files
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): December 11, 2009
CABELA’S
INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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1-32227
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20-0486586
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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One
Cabela Drive, Sidney, Nebraska
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69160
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (308) 254-5505
Not
applicable
(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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On December 11, 2009, Cabela’s
Incorporated (the “Company”) and certain of its subsidiaries entered into
a second amendment (the “Amendment”) to the Second Amended and Restated
Credit Agreement, as amended, dated July 15, 2005 (the “Credit
Agreement”), among U.S. Bank National Association, as Administrative
Agent, and the lenders party thereto. The Amendment allows the
Company to contribute up to $225 million of capital to World's Foremost
Bank, the Company's wholly-owned bank subsidiary, in calendar year 2010
plus up to $25 million of capital in any fiscal year. The
Company’s ability to make the foregoing contributions to World’s Foremost
Bank is contingent upon changes in generally accepted accounting
principles related to accounting for securitized credit card receivables
and regulatory guidelines. The credit facility is unsecured and
expires on June 30, 2012. Advances under the credit facility
are used for the Company’s general business purposes, including working
capital support. The foregoing description of the Credit
Agreement does not purport to be complete and is qualified in its entirety
by reference to the Second Amended and Restated Credit Agreement that was
filed as Exhibit 10 to the Registrant’s Current Report on Form 8-K filed
on July 15, 2005, the First Amendment to Second Amended and Restated
Credit Agreement that was filed as Exhibit 10 to the Registrant’s
Quarterly Report on Form 10-Q filed on November 5, 2007, and Second
Amendment to Second Amended and Restated Credit Agreement, a copy of which
is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
In addition, prior to executing
the Amendment, the Company decreased the borrowing capacity under the
credit facility to $350 million from $430 million. The
Company paid a fee of 50 basis points of the $350 million borrowing
capacity to the lending banks to facilitate the Amendment.
Certain of the parties to the
Credit Agreement or their respective affiliates, have provided, currently
provide, and/or may in the future provide investment banking, commercial
banking, and/or other services to the Company and its
subsidiaries. Customary fees have been, or may in the future
be, paid for these services.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information included in Item
1.01 of this report is incorporated by reference into this Item
2.03.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 15, 2009, the Company and its named executive officers, other
than Joseph M. Friebe, entered into Amended and Restated Management Change
of Control Severance Agreements (the “Change of Control Severance
Agreements”). The Change of Control Severance Agreements were
amended and restated to eliminate the excise tax “gross up”
provisions. The Change of Control Severance Agreements
previously provided that to the extent any of the payments under such
agreements would exceed the limitation of Section 280G of the Internal
Revenue Code (the “Code”) such that an excise tax would be imposed under
Section 4999 of the Code, the executive would receive an additional “gross
up” payment to indemnify him for the effect of such excise tax.
Under the Change of Control Severance Agreements, if a named executive
officer, other than Mr. Friebe, is terminated without cause or resigns for
good reason within twenty-four months of certain transactions resulting in
a change in control, then the named executive officer will be entitled to
receive severance benefits equal to 2.99 times base salary and bonus,
payable in a lump sum, and insurance benefits. In addition, any
unvested stock options, restricted stock units, and other equity awards
that did not vest upon the change in control, other than performance stock
or performance units, will become fully vested, and any non-competition
and non-solicitation agreements the Company has with the named executive
officers will automatically terminate. The foregoing
description of the Change of Control Severance Agreements does not purport
to be complete and is qualified in its entirety by reference to the form
of Change of Control Severance Agreement, a copy of which is filed as
Exhibit 10.2 hereto and incorporated herein by
reference.
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In
addition, on December 15, 2009, the Company and Joseph M. Friebe entered
into an Amended and Restated Management Change of Control Severance
Agreement – World’s Foremost Bank (the “WFB Change of Control Severance
Agreement”). The WFB Change of Control Severance Agreement was
amended and restated to eliminate the excise tax “gross up”
provisions. The WFB Change of Control Severance Agreement
previously provided that to the extent any of the payments under such
agreement would exceed the limitation of Section 280G of the Code such
that an excise tax would be imposed under Section 4999 of the Code, Mr.
Friebe would receive an additional “gross up” payment to indemnify him for
the effect of such excise tax. Under the WFB Change of Control
Severance Agreement, if Mr. Friebe is terminated without cause or resigns
for good reason within twenty-four months of certain transactions
resulting in a change in control of the Company or World’s Foremost Bank,
then Mr. Friebe will be entitled to receive severance benefits equal to
2.99 times base salary and bonus, payable in a lump sum, and insurance
benefits. In addition, any unvested stock options, restricted
stock units, and other equity awards that did not vest upon the change in
control, other than performance stock or performance units, will become
fully vested, and any non-competition and non-solicitation agreements the
Company has with Mr. Friebe will automatically terminate. The
foregoing description of the WFB Change of Control Severance Agreement
does not purport to be complete and is qualified in its entirety by
reference to the form of WFB Change of Control Severance Agreement, a copy
of which is filed as Exhibit 10.3 hereto and incorporated herein by
reference.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
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On December 15, 2009, the
Company’s Board of Directors amended the Company’s Amended and Restated
Bylaws. The Amended and Restated Bylaws were amended to adopt a
majority voting standard in uncontested director elections. The
Amended and Restated Bylaws were also amended to eliminate certain
historic references to the Company’s former classified Board of
Directors. The foregoing description of the Amended and
Restated Bylaws does not purport to be complete and is qualified in its
entirety by reference to such document, a copy of which is filed as
Exhibit 3 hereto and incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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The
following information is furnished pursuant to Item 7.01, “Regulation FD
Disclosure.”
On
December 15, 2009, the Company issued a press release announcing that it
had entered into the Amendment. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On December 17, 2009, the Company
issued a press release announcing that it had adopted majority voting in
uncontested director elections. A copy of the press release is
attached hereto as Exhibit 99.2 and incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Amended
and Restated Bylaws of Cabela’s Incorporated
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Second
Amendment to Second Amended and Restated Credit Agreement dated as of July
15, 2005, among Cabela’s Incorporated, various lenders party thereto, and
U.S. Bank National Association, as Collateral Agent
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Form
of 2009 Amended and Restated Management Change of Control Severance
Agreement
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Form
of 2009 Amended and Restated Management Change of Control Severance
Agreement (World’s Foremost Bank)
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Press
release dated December 15, 2009
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Press
release dated December 17, 2009
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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.
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CABELA’S
INCORPORATED
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Dated: December
17, 2009
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By:
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/s/
Ralph W. Castner
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Ralph
W. Castner
Vice
President and Chief Financial
Officer
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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Amended
and Restated Bylaws of Cabela’s Incorporated
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Second
Amendment to Second Amended and Restated Credit Agreement dated as of July
15, 2005, among Cabela’s Incorporated, various lenders party thereto, and
U.S. Bank National Association, as Collateral Agent
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Form
of 2009 Amended and Restated Management Change of Control Severance
Agreement
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Form
of 2009 Amended and Restated Management Change of Control Severance
Agreement (World’s Foremost Bank)
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Press
release dated December 15, 2009
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Press
release dated December 17, 2009
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