eightk.htm
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): July 17, 2008
___________
CARMAX,
INC.
(Exact
name of registrant as specified in its charter)
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-31420
(Commission
File Number)
|
54-1821055
(I.R.S.
Employer
Identification
No.)
|
|
|
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12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23238
(Zip
Code)
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Registrant’s
telephone number, including area code: (804) 747-0422
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:
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
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Entry
Into a Material Definitive
Agreement
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CarMax,
Inc. (the “Company”), CarMax Auto Superstores, Inc., a subsidiary of the Company
(“CASI”), and certain of their subsidiaries named therein (the “Subsidiaries”),
entered into a Credit Agreement dated August 24, 2005, as amended by Amendment
No. 1 to Credit Agreement and Joinder Agreement dated as of December 8, 2006
(the “Credit Agreement”) for a revolving credit facility with Bank of America,
N.A., as a lender and administrative agent, and various other financial
institutions named therein.
On July
17, 2008, the parties to the Credit Agreement entered into Amendment No. 2 to
the Credit Agreement and Joinder Agreement (the
“Amendment”). Pursuant to the Amendment, aggregate borrowings
available pursuant to the Credit Agreement increased from $500 million to $700
million. The Amendment provides a new definition of the term
“Applicable Rate,” which increased the per annum rate related to Eurodollar Rate
Loans, Letter of Credit Fees and Commitment Fees (each as defined in the Credit
Agreement). The Amendment amends the timing for the payment of Swing
Line Loans and New Vehicle Swing Line Loans (each as defined in the Credit
Agreement). Additionally, Bank of the West and Barclays Capital
joined the Credit Agreement as Lenders (as defined in the Credit
Agreement). The Amendment is attached hereto as Exhibit 10.1 and is
incorporated by reference herein into this Item 1.01.
All
outstanding principal amounts borrowed under the Credit Agreement will be due
and payable on December 8, 2011. As of July 17, 2008, the amount outstanding
under the Credit Agreement was approximately $238 million.
In
addition to participation in the Credit Agreement, certain of the Lenders
provide other services to the Company, CASI and the Subsidiaries, including cash
management and treasury services, asset-backed securitization transactions,
retail installment financing to the Company’s customers, derivative transactions
(interest rate swaps) and other corporate financial services.
Item
9.01.
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Financial Statements and
Exhibits.
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Exhibit
Number
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Description
of Exhibit
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10.1
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Amendment
No. 2 to the Credit Agreement and Joinder Agreement, dated July 17, 2008,
by and among CarMax, Inc., CarMax Auto Superstores, Inc., various
subsidiaries of CarMax, various Lenders named therein, and Bank of America
N.A., as Administrative Agent, filed herewith. A non-material
schedule has been omitted from the Amendment as filed. CarMax agrees to
furnish supplementally to the Commission upon request a copy of such
schedule.
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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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CARMAX,
INC.
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(Registrant)
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Dated: July
22, 2008
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By:
/s/ Keith D.
Browning
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Keith
D. Browning
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Executive
Vice President,
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and
Chief Financial Officer
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INDEX TO
EXHIBITS
Exhibit Number
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Exhibit
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10.1
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Amendment
No. 2 to the Credit Agreement and Joinder Agreement, dated July 17, 2008,
by and among CarMax, Inc., CarMax Auto Superstores, Inc., various
subsidiaries of CarMax, various Lenders named therein, and Bank of
America N.A., as Administrative Agent, filed herewith. A
non-material schedule has been omitted from the Amendment as filed. CarMax
agrees to furnish supplementally to the Commission upon request a copy of
such schedule.
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