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 12,
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
SE 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:
[ ]
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.
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Entry
into a Material Definitive
Agreement.
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On
December 12, 2008, Colonial Auto Finance, Inc. (“Colonial”), an Arkansas
corporation and a subsidiary of America’s Car-Mart, Inc., a Texas corporation
(the “Company”), entered into the Seventh Amendment to Amended and Restated
Agented Revolving Credit Agreement (the “Amended ARCA”) with a group of lenders
including Bank of Arkansas, N.A., Arvest Bank, First State Bank of Northwest
Arkansas, Enterprise Bank & Trust, Citizen’s Bank and Trust Company, and
Commerce Bank, N.A. The Amended ARCA (1) adds Arvest Bank, with a $5
million commitment, and Citizen’s Bank and Trust Company, with a $7
million commitment, as additional lenders, (2) removes Sovereign Bank, with a
$3.5 million commitment, First State Bank, with a $6 million commitment, and
Great Southern Bank, with a $5 million commitment, as lenders, (3) increases the
commitment from Commerce Bank, N.A. to $12 million from $8 million, (4)
establishes an interest rate floor of 4.25% per annum, (5) increases the
leverage ratio, as defined in the Amended ARCA, to 2.75 to 1.00 from 2.50 to
1.00, (6) extends the maturity date to April 30, 2010, and (7) permits
additional lenders to be added up to an overall total commitment of $50 million,
an increase of $10 million. The Amended ARCA permits total borrowings
of up to $41.5 million, an increase of $1.5 million, based upon the level of
eligible finance receivables, generally accrues interest at the prime rate of
interest less .25% (subject to floor of 4.25%), and is principally
collateralized by finance receivables. The effective date of
the Amended ARCA is December 15, 2008.
In
addition, on December 12, 2008, America's Car-Mart, Inc., an Arkansas
corporation (“ACM”), a subsidiary of the Company, and Texas Car-Mart, Inc., a
subsidiary of ACM (“TCM), entered into the Sixth Amendment to Revolving Credit
Agreement (“Amended RCA”) with Bank of Oklahoma, N.A. The Amended RCA
extends the maturity date of the Amended RCA to April 30, 2010 and establishes
an interest rate floor of 4.25% per annum. The effective date of the
Amended RCA is December 15, 2008.
In
connection with the Amended ARCA and Amended RCA, Colonial, ACM and TCM issued
various promissory notes to the lenders in an aggregate amount of $51.5
million. The combined total for the Company’s revolving lines of
credit and term loan is $61.5 million.
The descriptions above are summaries
and are qualified in their entirety by the agreements and promissory notes,
which are filed as exhibits to this report and incorporated herein by
reference.
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 set forth above under
Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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4.1
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Seventh
Amendment to Amended and Restated Agented Revolving Credit Agreement,
dated December 15, 2008, among Colonial Auto Finance, Inc., as borrower,
Bank of Arkansas, N.A., Arvest Bank, First State Bank of Northwest
Arkansas, Enterprise Bank and Trust, Citizen’s Bank and Trust Company, and
Commerce Bank, N.A.
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4.2
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and Bank of
Arkansas, N.A., as lender.
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4.3
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Commerce Bank, N.A., as lender.
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4.4
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Enterprise Bank and Trust, as
lender.
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4.5
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and First
State Bank of Northwest Arkansas, as
lender.
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4.6
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and Arvest
Bank, as lender.
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4.7
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Citizens Bank and Trust Company, as
lender.
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4.8
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Sixth
Amendment to Revolving Credit Agreement, dated December 15, 2008, among
America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart,
Inc., as borrowers, and Bank of Oklahoma, N.A., as
lender.
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4.9
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Promissory
Note dated December 15, 2008 among America’s Car-Mart, Inc., an Arkansas
corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Oklahoma,
N.A., as lender.
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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.
America’s Car-Mart,
Inc.
Date: December
12, 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
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4.1
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Seventh
Amendment to Amended and Restated Agented Revolving Credit Agreement,
dated December 15, 2008, among Colonial Auto Finance, Inc., as borrower,
Bank of Arkansas, N.A., Arvest Bank, First State Bank of Northwest
Arkansas, Enterprise Bank and Trust, Citizen’s Bank and Trust Company, and
Commerce Bank, N.A.
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4.2
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and Bank of
Arkansas, N.A., as lender.
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4.3
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Commerce Bank, N.A., as lender.
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4.4
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Enterprise Bank and Trust, as
lender.
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4.5
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and First
State Bank of Northwest Arkansas, as
lender.
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4.6
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and Arvest
Bank, as lender.
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4.7
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Promissory
Note dated December 15, 2008 among Colonial Auto Finance, Inc. and
Citizens Bank and Trust Company, as
lender.
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4.8
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Sixth
Amendment to Revolving Credit Agreement, dated December 15, 2008, among
America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart,
Inc., as borrowers, and Bank of Oklahoma, N.A., as
lender.
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4.8
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Promissory
Note dated December 15, 2008 among America’s Car-Mart, Inc., an Arkansas
corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Oklahoma,
N.A., as lender.
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