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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 7, 2005
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PIER 1 IMPORTS, INC.
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(Exact name of registrant as specified in its charter) |
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| Delaware
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1-7832
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75-1729843 |
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| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
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100 Pier 1 Place, Fort Worth, Texas 76102
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(Address of principal executive offices, including zip code) |
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(817) 252-8000
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(Registrant’s telephone number, including area code) |
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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:
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 7, 2005, subsidiaries of Pier 1 Imports, Inc. (the “Company”) entered into amendments
to two of the agreements relating to the securitization of the Company’s proprietary credit card
receivables. The Certificate Purchase Agreement dated as of September 4, 2001 (as theretofore
amended, the “Purchase Agreement”) among Pier 1 Funding, L.L.C., Pier 1 Imports (U.S.), Inc.,
Delaware Funding, LLC, the Class A Purchasers, and J.P. Morgan Chase Bank, N.A., as agent, was
amended to extend the Commitment Expiration Date (as defined in the Purchase Agreement) until
September 6, 2006, subject to further extension. In addition, the 2001-1 Supplement dated as of
September 4, 2001 (as theretofore amended, the “Supplement”) to the Pooling and Servicing Agreement
dated as of February 12, 1997 among Pier 1 Funding, L.L.C., Pier 1 Imports (U.S.), Inc. and Wells
Fargo Bank Minnesota, National Association, as Trustee, was amended to increase the amount of Class
B Certificates that would be required to be held by Pier 1 Funding for the benefit and protection
of Class A Certificate holders from approximately $9 million to approximately $13 million in the
event that Pier 1’s senior unsecured debt rating falls below BB by Standard & Poor’s or Ba2 by
Moody’s. Moreover, the Supplement was amended to reduce the senior unsecured debt rating required
to be maintained by Pier 1 in order to avoid the payment of the Class A Certificates from BB by
Standard & Poor’s or Ba2 by Moody’s to B+ or B1 (or the withdrawal of rating by either rating
agency).
Copies of the Fifth Amendment to Purchase Agreement and Fifth Amendment to Supplement are included
as Exhibits to this Form 8-K Report.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Fifth Amendment Agreement (Purchase Agreement) dated as of September 7, 2005 by and
among Pier 1 Funding, L.L.C., Pier 1 Imports (U.S.), Inc., the Class A Purchasers and J.P. Morgan
Chase Bank, N.A., as agent.
Exhibit 10.2 Fifth Amendment Agreement (Supplement) dated as of September 7, 2005 by and among
Pier 1 Funding, L.L.C., Pier 1 Imports (U.S.), Inc. and Wells Fargo Bank, Minnesota, National
Association, as trustee.
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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| Date: September 9, 2005 |
PIER 1 IMPORTS, INC.
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By: |
/s/ J. Rodney Lawrence
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J. Rodney Lawrence, Executive Vice |
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President and Secretary |
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