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) February 25,
2009
MGP
Ingredients, Inc.
(Exact
name of registrant as specified in its charter)
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KANSAS
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0-17196
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48-0531200
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Commercial Street
Box
130
Atchison,
Kansas 66002
(Address
of principal executive offices) (Zip Code)
(913)
367-1480
(Registrant's
telephone number, including area code)
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):
□ 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. Entry
into a Material Definitive Agreement
Reference is made to Note 4 of our
Consolidated Financial Statements in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2008 and to Note 2 of our Notes to Condensed
Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the
period ended December 31, 2008 for a description of our Credit
Agreement.
As previously reported, on December 19,
2008, our lenders agreed to a Third Amendment to the Credit Agreement which
permitted us, on a temporary basis, to obtain loans and other credit extensions
under the Credit Agreement in amounts in excess of our borrowing base. Until
January 30, 2009, we were permitted to obtain credit extensions of $3
million over the borrowing base; thereafter, until February 26, 2009,
we were permitted to obtain credit extensions of $1.5 million over the borrowing
base; and thereafter we were permitted to obtain credit extensions of $500,000
over the borrowing base.
On February 27, 2009, our lenders
agreed to a Fourth Amendment to the Credit Agreement which extended the
forbearance period under the Credit Agreement and the February 26, 2009 over
advance step-down referred to in the preceding paragraph to March 13,
2009. The Fourth Amendment also (i) reduces the lenders aggregate
commitment under the Credit Agreement to $40 million, (ii) eliminates Sections
3.4(e) (Reserve Amounts Tax Refunds), 3.6(d) Reserve Amount Proceeds) and 3.21
(Reserve Against Revolving Credit Availability) to the Credit Agreement, which
were related to a tax refund and related reserves and were added in the Second
Amendment to the Credit Agreement, (iii) requires us to submit to the lenders by
March 6, 2009 an operating plan outlining how we will improve our financial
position with the ultimate goal of repaying the lenders and (iv) requires us to
pay for the retention by the lenders of Moglia Advisors to advise the lenders
regarding us and our operating plan.
As of February 27, 2009, after giving
effect to the Fourth Amendment, the amount available to us under our
Credit Agreement was $574,000 and the amount of our outstanding borrowings under
the Credit Agreement was $31,217,000.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
The Company's named executive officers
and certain other executive officers have agreed to defer a portion of their
base salaries, up to 50%, until June 30, 2009.
Item
8.01. Other
Events.
As disclosed in our report on Form 10-Q
for the quarter ended December 31, 2008, we have received commitment letters
from two local banks for secured financings aggregating from $4 million to $4.5
million. We also previously disclosed that we expected one of the banks would
loan us an additional $2 million which would be secured by a pledge of assets
from a principal stockholder. We now expect that the principal stockholder will
make this loan directly to us on a secured basis. However, these
commitments are contingent on several conditions, including the consent of our
lenders under the credit facility and the agreement of our lenders under the
credit facility to release or subordinate their liens in certain collateral in
favor of the local banks and to extend the forbearance period under the credit
facility to a date not earlier than September 3, 2009. The lenders under our
credit facility have not responded to these requirements, and we cannot make any
assurances that they will agree with these conditions.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
4.1 Fourth
Amendment to Credit Agreement dated as of February 27, 2009.
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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MGP
INGREDIENTS, INC.
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Date: March
2, 2009
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By :
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/s/ Timothy W. Newkirk
President
and Chief Executive Officer
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