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) November 4, 2005
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 001-15059 91-0515058
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1617 SIXTH AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(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
On November 4, 2005, Nordstrom, Inc. entered into a Revolving Credit Facility
Agreement with each of the initial lenders named therein as Lenders, JPMorgan
Chase Bank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents, U.S.
Bank, National Association, as Documentation Agent and Bank Of America, N.A.,
as administrative agent. This new credit facility replaced our existing
$350.0 million unsecured line of credit with a $500.0 million unsecured line
of credit, which is available as liquidity support for our commercial paper
program. Under the terms of the agreement, we pay a variable rate of
interest and a commitment fee based on our debt rating. Based upon our
current debt rating, we would pay a variable rate of interest of LIBOR plus a
margin of 0.225% on the outstanding balance and an annual commitment fee of
0.075% on the total capacity. The variable rate of interest increases to
LIBOR plus a margin of 0.325% if more than $250.0 million is outstanding on
the facility. The Revolving Credit Agreement expires in November 2010, and
contains restrictive covenants, which include maintaining a leverage ratio.
Many of the investment banking firms that are a party to the Revolving Credit
Agreement or their affiliates have in the past performed, and may in the
future from time to time perform, investment banking, financial advisory,
lending and/or commercial banking services for us and certain of our
subsidiaries and affiliates, for which service they have in the past
received, and may in the future receive, customary compensation and
reimbursement of expenses.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated
by reference into this Item 1.02. On November 4, 2005, in connection with the
credit facility described in Item 1.01, Nordstrom, Inc. terminated its
Revolving Credit Facility, dated May 14, 2004 with the financial institutions
named therein as Lenders, Bank One, NA, as Syndication Agent, U.S. Bank
National Association, as Documentation Agent, and Bank Of America, N.A., as
Administrative Agent. Under the terms of this credit facility, we paid a
variable rate of interest based on LIBOR plus a margin of 0.31% on the
outstanding balance and an annual commitment fee of 0.095% on the total
capacity. The variable rate of interest increases to LIBOR plus a margin of
0.41% if more than $175.0 million is outstanding on the facility. The
agreement contained restrictive covenants, which include maintaining a
leverage ratio.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated
by reference into this Item 2.03. The Revolving Credit Agreement contains
standard provisions relating to default and acceleration of our payment
obligations upon the occurrence of an event of default, including: the
failure to pay principal, interest, fees or other amounts when due; cross-
default with other indebtedness; failure to comply with specified agreements,
covenants, or obligations; the making of any materially misleading or untrue
representation, warranty or certification; commencement of bankruptcy or other
insolvency proceedings by or against us; entry of one or more judgments
against us that exceed $25.0 million either individually or in the aggregate;
or the failure to pay amounts due to the PBGC or a Plan under Title IV of
ERISA.
We also have the option to increase the line of credit capacity by $150.0
million to $650.0 million provided that we obtain a written consent for the
increase to any Lendor's Revolving Committed Amount. However, this increase
is subject to agreement by the Lendors, as the Lendors are not required to
provide their consent. In addition, no default or event of default can exist
at the time of the request and if any amounts are outstanding at the time of
the request, we must prepay one or more existing Revolving Loans in an amount
necessary such that after giving effect to the increase in the Revolving
Committed Amount each Lender will hold its pro rata share (based on its share
of the revised Revolving Committed Amount) of outstanding Revolving Loans.
SIGNATURE
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.
NORDSTROM, INC.
By: /s/ Michael G. Koppel
-----------------------
Michael G. Koppel
Chief Financial Officer and
Executive Vice President
Dated: November 10, 2005