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 20, 2005
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CARMAX, INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-31420 54-1821055
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
4900 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-747-0422
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N/A
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(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:
[ ] 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 1.02 Termination of a Material Definitive Agreement
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CarMax, Inc. (the "Company") entered into an Amended and
Restated Credit Agreement (as amended from time to time, the
"Credit Agreement") with DaimlerChrysler Services North America,
LLC and Toyota Motor Credit Corporation (collectively, the
"Lenders") on February 10, 2003. On May 16, 2005, the Company
and the Lenders mutually agreed to allow the Credit Agreement
to terminate no later than May 17, 2006. Under the terms of the
Credit Agreement, all loans and other obligations payable to
the Lenders by the Company under the Credit Agreement and
other Loan Documents (as defined in the Credit Agreement)
shall be due and payable on May 17, 2006. There are no
penalties to the Company in connection with allowing the Credit
Agreement to terminate no later than May 17, 2006.
The Credit Agreement includes a $200 million revolving loan
commitment and a $100 million term loan. Principal is due in
full at maturity with interest payable monthly at a
LIBOR-based rate. The Credit Agreement is scheduled to
terminate on May 17, 2006. However, the termination date
would be automatically extended one year each May 17 unless
either the Company or any Lender elects, prior to the
extension date, not to extend the Credit Agreement.
Borrowings under the Credit Agreement are secured by the
Company's vehicle inventory. The Credit Agreement contains
customary representations, warranties and covenants. As of
May 16, 2006, the amount outstanding under the Credit
Agreement was $137,185,511.
On May 20, 2005, the Company announced that it signed a
commitment letter with Bank of America N.A. and Banc of
America Securities LLC to arrange a new $350 million to $400
million credit facility in which Bank of America N.A. has
committed to lend up to $150 million. The Company expects to
close on the new credit facility during its second fiscal
quarter ending August 31, 2005. Closing is subject to
customary conditions, execution of a definitive credit
agreement, and the completion of the loan syndication.
The Credit Agreement was previously filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K, filed May 29, 2003
(File No. 1-31420). Amendment No. 1 to the Credit Agreement
was previously filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K, filed May 29, 2003 (File No. 1-31420).
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.
CARMAX, INC.
By: /s/ Keith D. Browning
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Keith D. Browning
Executive Vice President
and Chief Financial Officer
Date: May 20, 2005