UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 11, 2007
TREX COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14649 | 54-1910453 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 160 Exeter Drive Winchester, Virginia |
22603-8605 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (540) 542-6300
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 8.01 | Other Events. |
On June 11, 2007, Trex Company, Inc. issued a press release announcing that it plans to sell up to $95,000,000 aggregate principal amount of convertible senior subordinated notes due 2012 pursuant to its new shelf registration statement. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Trex Company herewith files the following exhibit:
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated June 11, 2007 |
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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.
| TREX COMPANY, INC. | ||
| Date: June 11, 2007 | /s/ Paul D. Fletcher | |
| Paul D. Fletcher | ||
| Senior Vice President and Chief Financial Officer | ||
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Index to Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press release dated June 11, 2007 |
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Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contact: | |
| Paul Fletcher | ||
| Chief Financial Officer | ||
| (540) 542-6300 |
Trex Company, Inc. Announces Proposed Offering of $85 Million of Convertible
Senior Subordinated Notes Due 2012
WINCHESTER, Va—June 11, 2007—Trex Company, Inc. (NYSE: TWP) today announced that it intends, subject to market and other conditions, to offer $85 million principal amount of convertible senior subordinated notes due 2012 through an underwritten public offering. Trex Company also expects to grant an over-allotment option to the underwriters for up to an additional $10 million principal amount of the notes. The notes will mature in five years and will pay interest semiannually at a rate to be determined.
Trex Company expects to use the net proceeds of the offering to repay the company’s outstanding senior secured notes due 2009 and to repay borrowings under its senior secured revolving credit facility. If the underwriters exercise their over-allotment option, the company will use the net proceeds from the sale of the additional notes, to the extent not applied to repay indebtedness, for working capital and other general corporate purposes. Trex Company cannot provide assurance regarding the amount of notes to be issued, if any, until the offering has been completed.
J.P. Morgan Securities Inc. is acting as book-running manager for the offering and as representative of the underwriters, and BB&T Capital Markets, a division of Scott & Stringfellow, Inc., is acting as co-manager for the offering.
A copy of the prospectus supplement concerning the offering and related base prospectus contained in Trex Company’s registration statement may be obtained from J.P. Morgan Securities Inc., 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 at 866-430-0686.
This news release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
About Trex Company
Headquartered in Winchester, Va., Trex Company, Inc. is the nation’s largest manufacturer of composite decking, railing and fencing products, which are marketed under the brand name Trex(R).