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 16,
2008
AMERICA’S
CAR-MART, INC.
(Exact
name of registrant as specified in its charter)
Texas
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0-14939
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63-0851141
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
Employer Identification No.)
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802
Southeast Plaza Avenue, Suite 200, Bentonville, Arkansas 72712
(Address
of principal executive offices, including zip code)
(479)
464-9944
(Registrant’s
telephone number, including area code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 Entry
into a Material Definitive Agreement.
The information set forth below in Item
2.03 is hereby incorporated by reference into this Item 1.01.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an off-Balance Sheet
Arrangement of a Registrant.
Swap
Agreement
On May
16, 2008, America’s Car-Mart, Inc., an Arkansas corporation (“ACM”), Texas
Car-Mart, Inc., a Texas corporation (“TCM”), and Colonial Auto Finance, Inc., an
Arkansas corporation (“Colonial”) (each a subsidiary of America’s Car-Mart,
Inc., a Texas corporation, and collectively the “Subsidiaries”), and Bank of
Oklahoma, N.A. (“BOK”) entered into an International Swap Dealers Association,
Inc. Master Agreement, Schedule to the Master Agreement and Credit Support Annex
to the Schedule to the Master Agreement, dated as of May 15, 2008 (the
“Agreement”), for a notional principal amount of $20 million. The
effective date of the Agreement is May 20, 2008. The Agreement
matures on May 31, 2013 and provides that the Subsidiaries will pay monthly
interest on the notional amount at a fixed rate of 6.43% and receive monthly
interest on the notional amount at a floating rate based on BOK Prime, an
initial rate of 4.75%.
Prior to
the designation of any early termination date, a party that defaults in the
performance of any payment obligation will, to the extent permitted by law and
subject to specified terms of the Agreement, be required to pay interest on the
overdue amount for the period from (and including) the original due date for
payment to (but excluding) the date of actual payment at the default
rate. If at any time an event of default or termination event occurs
and cannot be cured as provided for in the Agreement, the other party may, but
by not more than 20 days notice, designate an early termination date in respect
of all outstanding or affected transactions. The Agreement contains
customary default and termination provisions.
Amendment to Agented
Revolving Credit Agreement
In
addition, on May 16, 2008, Colonial entered into the Sixth Amendment and
Restated Agented Revolving Credit Agreement, dated as of May 16, 2008 (the
“Amended Colonial Agreement”), with a group of lenders including Bank of
Arkansas, N.A., Great Southern Bank, First State Bank of Northwest Arkansas,
Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A. and First State
Bank. The Amended Colonial Agreement amends the Borrowing Base,
amends the definition of Obligations and the description of Debt to include Rate
Management Obligations, and adds non-payment of any Rate Management Obligation
as an event of default.
Amendment to Revolving
Credit Agreement
In
addition, on May 16, 2008, ACM and TCM entered into the Fifth Amendment to
Revolving Credit Agreement, dated as of May 16, 2008 (the “Amended RCA”), with
BOK. The Amended RCA amends the definition of Obligations and the
description of Debt to include Rate Management Obligations and adds non-payment
of any Rate Management Obligation as an event of default.
The
descriptions above are summaries and are qualified in their entirety by the
agreements, which are filed as exhibits to this report and incorporated herein
by reference. Capitalized terms not defined in this report shall have
their respective meanings as set forth in the respective
agreements.
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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4.1
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Sixth
Amendment to Amended and Restated Agented Revolving Credit Agreement,
dated May 16, 2008, among Colonial Auto Finance, Inc., as borrower, Bank
of Arkansas, N.A., Great Southern Bank, First State Bank of Northwest
Arkansas, Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A.
and First State Bank.
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4.2
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Fifth
Amendment to Revolving Credit Agreement, dated May 16, 2008, among
America’s Car-Mart, Inc. an Arkansas corporation, and Texas Car-Mart, Inc.
as borrowers, and Bank of Arkansas, N.A., as lender.
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4.3
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International
Swap Dealers Association, Inc. Master Agreement, Schedule to the Master
Agreement and Credit Support Annex dated May 15, 2008 among America’s
Car-Mart, Inc. Texas Car-Mart, Inc., Colonial Auto Finance, Inc. and Bank
of Oklahoma, N.A.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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America’s
Car-Mart, Inc.
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Date:
May 21, 2008
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/s/
Jeffrey A. Williams
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Jeffrey
A. Williams
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Chief
Financial Officer and Secretary
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(Principal
Financial and Accounting Officer)
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Exhibit
Index
4.1
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Sixth
Amendment to Amended and Restated Agented Revolving Credit Agreement,
dated May 16, 2008, among Colonial Auto Finance, Inc., as borrower, Bank
of Arkansas, N.A., Great Southern Bank, First State Bank of Northwest
Arkansas, Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A.
and First State Bank.
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4.2
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Fifth
Amendment to Revolving Credit Agreement, dated May 16, 2008, among
America’s Car-Mart, Inc. an Arkansas corporation, and Texas Car-Mart, Inc.
as borrowers, and Bank of Arkansas, N.A., as lender.
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4.3
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International
Swap Dealers Association, Inc. Master Agreement, Schedule to the Master
Agreement and Credit Support Annex dated May 15, 2008 among America’s
Car-Mart, Inc. Texas Car-Mart, Inc., Colonial Auto Finance, Inc. and Bank
of Oklahoma, N.A.
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