8-K

 

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 15, 2008

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-584	34-0217820
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1000 Lakeside Avenue, Cleveland, Ohio		44114
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 216-641-8580

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:

[  ]  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.

Information regarding Amendment No. 4 to RPA (as defined below) set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 15, 2008, Ferro Corporation and three of its subsidiaries, Ferro Color & Glass Corporation, Ferro Pfanstiehl Laboratories, Inc. and Ferro Finance Corporation, amended Ferro Corporation’s $75 million asset securitization program by entering into Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement, dated December 15, 2008, among Ferro Corporation, Ferro Color & Glass Corporation, Ferro Pfanstiehl Laboratories, Inc., Ferro Finance Corporation, CAFCO, LLC, Citicorp North America, Inc., and Citibank, N.A. ("Amendment No. 4 to RPA").

Amendment No. 4 to RPA is to grant Ferro Finance Corporation the option to repurchase all, and not less than all, of the receivable interests included in the asset securitization program. This option, if exercised, will result in the termination of the asset securitization program. As a result of the execution of Amendment No. 4 to RPA, Ferro Finance Corporation will no longer be considered a qualified special purpose entity, and its financial statements will be consolidated with those of Ferro Corporation prospectively after December 15, 2008. The amendment also is intended to make Ferro Corporation's reporting of the asset securitization program more transparent and consistent with proposed future changes in accounting standards.

On October 31, 2008, Ferro Corporation and three of its subsidiaries, Ferro Color & Glass Corporation, Ferro Pfanstiehl Laboratories, Inc. and Ferro Finance Corporation, amended Ferro Corporation’s $75 million asset securitization program by entering into (a) Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement, dated October 31, 2008, by and among Ferro Corporation, Ferro Finance Corporation, CAFCO, LLC, and Citicorp North America, Inc. ("Amendment No. 3 to RPA") and (b) Amendment No. 1 to Amended and Restated Purchase and Contribution Agreement, dated October 31, 2008, by and among Ferro Finance Corporation, Ferro Corporation and Citicorp North America, Inc. ("Am endment No. 1 to PCA").

Pursuant to Amendment No. 3 to RPA and Amendment No. 1 to PCA, Ferro Corporation repurchased certain accounts receivable previously included in the asset securitization program to permit Ferro Corporation to sell such receivables as part of the sale of its fine chemicals business to Novolyte Technologies LP. The repurchase of such accounts receivable and the sale of the U.S. portion of Ferro Corporation’s fine chemicals business was completed on October 31, 2008. In order to provide a complete history of Ferro Corporation’s asset securitization program, Amendment No. 3 to RPA and Amendment No. 1 to PCA are described herein, and attached hereto as Exhibits 10.2 and 10.3, respectively.

The foregoing summary is qualified in its entirety by reference to the text of Amendment No. 4 to RPA, Amendment No. 3 to RPA and Amendment No. 1 to PCA, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1: Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement, dated December 15, 2008, among Ferro Corporation, Ferro Color & Glass Corporation, Ferro Pfanstiehl Laboratories, Inc., Ferro Finance Corporation, CAFCO, LLC, Citicorp North America, Inc., and Citibank, N.A.

Exhibit 10.2: Amendment No. 3 to Second Amended and restated Receivables Purchase Agreement, dated October 31, 2008, by and among Ferro Corporation, Ferro Finance Corporation, CAFCO, LLC, and Citicorp North America, Inc.

Exhibit 10.3: Amendment No. 1 to Amended and Restated Purchase and Contribution Agreement dated October 31, 2008 by and among Ferro Finance Corporation, Ferro Corporation and Citicorp North America, Inc.

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.

	Ferro Corporation
December 16, 2008	By:	Sallie B. Bailey
		Name: Sallie B. Bailey
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement, dated December 15, 2008, among Ferro Corporation, Ferro Color & Glass Corporation, Ferro Pfanstiehl Laboratories, Inc., Ferro Finance Corporation, CAFCO, LLC, Citicorp North America, Inc., and Citibank, N.A.
10.2	Amendment No. 3 to Second Amended and restated Receivables Purchase Agreement, dated October 31, 2008, by and among Ferro Corporation, Ferro Finance Corporation, CAFCO, LLC, and Citicorp North America, Inc.
10.3	Amendment No. 1 to Amended and Restated Purchase and Contribution Agreement dated October 31, 2008 by and among Ferro Finance Corporation, Ferro Corporation and Citicorp North America, Inc.

EX-10.1

Citicorp North America, Inc.
750 Washington Boulevard, 8th Floor
Stamford, CT 06901

October 31, 2008

Ferro Corporation
1000 Lakeside Avenue
Cleveland, OH 44114

Ferro Finance Corporation
1000 Lakeside Avenue, Suite A
Cleveland, OH 44114

Re: Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement

Ladies and Gentlemen:

We refer to that certain Second Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “Receivables Agreement”), among Ferro Finance Corporation (the “Seller”), as the Seller, CAFCO, LLC (the “Investor”), as the Investor, Citicorp North America, Inc. (the “Agent”), as the Agent, Citibank, N.A., as a Bank, Ferro Color & Glass Corporation and Ferro Pfanstiehl Laboratories, Inc., as Originators, and Ferro Corporation (“Ferro”), as the Collection Agent and an Originator. Terms not otherwise defined herein shall have the meanings set forth in the Receivables Agreement.

On the date hereof (the “MPU 43 Release Effective Date”) and pursuant to the terms and conditions set forth herein, the Seller hereby requests (i) an amendment to the Receivables Agreement as set forth herein and (ii) that the Investor release and reconvey to the Seller that portion of each Receivable Interest sold to the Investor pursuant to the Receivables Agreement representing Receivables and the Related Security with respect thereto existing as of such date to the extent constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated as of September 29, 2008, by and between Ferro and Novolyte Technologies LP (“Buyer”), which Receivables are further identified as belonging to MPU 43 within company code 2010 (such portions of the Receivable Interests to be released and reconveyed, collectively, the “Released Receivable Interests”; such Receivables, the “MPU 43 Receivables”). The MPU 43 Receivables are identified on Exhibit A attached hereto.

Amendments

1. The definition of “Originator Receivable” in Section 1.01 of the Receivables Agreement is hereby amended and restated to read in its entirety as follows:

“Originator Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services by an Originator under a Contract, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto; provided, however, that from and after the MPU 43 Release Effective Date, “Originator Receivable” shall not include any MPU 43 Receivables.

2. Section 1.01 of the Receivables Agreement is hereby amended by adding the following new definitions in the proper alphabetical order:

“MPU 43 Receivables” means Receivables existing as of the MPU 43 Release Effective Date constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated as of September 29, 2008 by and between Ferro and Novolyte Technologies LP, which are further identified as belonging to MPU 43 within company code 2010.

“MPU 43 Release Effective Date” means the date on which the Released Receivable Interests (as defined in Amendment No. 3 to this Agreement) are released and reconveyed to the Seller as provided in Amendment No. 3 to this Agreement.

Release of Receivables

1. On the MPU 43 Release Effective Date, the Seller may deem all MPU 43 Receivables then owned by it to be excluded from the Originator Receivables (and therefore from Receivables and Pool Receivables, as defined in the Receivables Agreement) for all purposes.

2. Effective upon the MPU 43 Release Effective Date, the Agent and the Investor hereby (i) release and reconvey to the Seller all Released Receivable Interests previously sold by the Seller and outstanding as of the MPU 43 Release Effective Date, all without recourse to or representation or warranty of any kind by the Agent or the Investor, other than a representation by the Agent that the Released Receivable Interests are free and clear of any Adverse Claims created by the Agent or the Investor or as a result of a claim against the Agent or the Investor, and (ii) release, as of the MPU 43 Release Effective Date, any and all security interests, liens or other encumbrances the Agent or the Investor may have in or to the Pool Receivables which are MPU 43 Receivables and the Related Security with respect thereto.

3. On the MPU 43 Release Effective Date, upon receipt by the Agent of (a) this letter agreement executed by each of you and the Investor and (b) a conforming letter agreement with respect to the Originator Purchase Agreement, the Agent will deliver or release to the Seller, as the case may be, UCC-3 partial releases with respect to the Released Receivable Interests, the MPU 43 Receivables and the Related Security with respect thereto. Ferro or its designee is authorized to file or cause to be filed such UCC-3 partial releases following such delivery or release.

4. The Collection Agent agrees that immediately following the MPU 43 Release Effective Date, it will notify, and/or will arrange for any buyer of any portion of the MPU 43 Receivables to notify, all Obligors with respect to MPU 43 Receivables to remit all payments in respect thereof to such accounts or addresses other than Lock-Box Accounts as directed by Ferro or the Buyer.

Miscellaneous

1. Except as herein expressly amended, the Receivables Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. All references to the Receivables Agreement in the Receivables Agreement, the Originator Purchase Agreement, the Purchase Agreement and the other Transaction Documents shall mean the Receivables Agreement as amended by this letter agreement and as hereafter amended, restated, supplemented or modified.

2. The Seller and Ferro each represent and warrant that this letter agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation. The Seller and the Collection Agent each represent and warrant that after giving effect to this letter agreement, the MPU 43 Release Effectiveness Date and any associated reduction of Capital, no Event of Termination or Incipient Event of Termination will occur.

3. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

CITICORP NORTH AMERICA, INC.,

as Agent

By: /s/ Junette M. Earl
Name: Junette M. Earl
Title: Vice President

AGREED AND ACKNOWLEDGED AS OF
THE DATE FIRST WRITTEN ABOVE:

CAFCO, LLC

By: /s/ Junette M. Earl
Name: Junette M. Earl
Title:	Vice President

FERRO FINANCE CORPORATION

By: /s/ Karen L. Larsen
Name: Karen L. Larsen
Title:	Assistant Treasurer

FERRO CORPORATION

By: /s/ Peter T. Thomas
Name: Peter T. Thomas
Title:	Vice President, Organic Specialties

Exhibit A

MPU 43 Receivables

See attached.

SOLICITORS, 003554, 000059, 102626844.1, Amend No 3 to A&R RPA (Execution w/ Conformed Sigs)

Citicorp North America, Inc.
750 Washington Boulevard, 8th Floor
Stamford, CT 06901

October 31, 2008

Ferro Corporation
1000 Lakeside Avenue
Cleveland, OH 44114

Ferro Finance Corporation
1000 Lakeside Avenue, Suite A
Cleveland, OH 44114

Re: Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement

Ladies and Gentlemen:

We refer to that certain Second Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “Receivables Agreement”), among Ferro Finance Corporation (the “Seller”), as the Seller, CAFCO, LLC (the “Investor”), as the Investor, Citicorp North America, Inc. (the “Agent”), as the Agent, Citibank, N.A., as a Bank, Ferro Color & Glass Corporation and Ferro Pfanstiehl Laboratories, Inc., as Originators, and Ferro Corporation (“Ferro”), as the Collection Agent and an Originator. Terms not otherwise defined herein shall have the meanings set forth in the Receivables Agreement.

On the date hereof (the “MPU 43 Release Effective Date”) and pursuant to the terms and conditions set forth herein, the Seller hereby requests (i) an amendment to the Receivables Agreement as set forth herein and (ii) that the Investor release and reconvey to the Seller that portion of each Receivable Interest sold to the Investor pursuant to the Receivables Agreement representing Receivables and the Related Security with respect thereto existing as of such date to the extent constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated as of September 29, 2008, by and between Ferro and Novolyte Technologies LP (“Buyer”), which Receivables are further identified as belonging to MPU 43 within company code 2010 (such portions of the Receivable Interests to be released and reconveyed, collectively, the “Released Receivable Interests”; such Receivables, the “MPU 43 Receivables”). The MPU 43 Receivables are identified on Exhibit A attached hereto.

Amendments

1. The definition of “Originator Receivable” in Section 1.01 of the Receivables Agreement is hereby amended and restated to read in its entirety as follows:

“Originator Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services by an Originator under a Contract, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto; provided, however, that from and after the MPU 43 Release Effective Date, “Originator Receivable” shall not include any MPU 43 Receivables.

2. Section 1.01 of the Receivables Agreement is hereby amended by adding the following new definitions in the proper alphabetical order:

“MPU 43 Receivables” means Receivables existing as of the MPU 43 Release Effective Date constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated as of September 29, 2008 by and between Ferro and Novolyte Technologies LP, which are further identified as belonging to MPU 43 within company code 2010.

“MPU 43 Release Effective Date” means the date on which the Released Receivable Interests (as defined in Amendment No. 3 to this Agreement) are released and reconveyed to the Seller as provided in Amendment No. 3 to this Agreement.

Release of Receivables

1. On the MPU 43 Release Effective Date, the Seller may deem all MPU 43 Receivables then owned by it to be excluded from the Originator Receivables (and therefore from Receivables and Pool Receivables, as defined in the Receivables Agreement) for all purposes.

2. Effective upon the MPU 43 Release Effective Date, the Agent and the Investor hereby (i) release and reconvey to the Seller all Released Receivable Interests previously sold by the Seller and outstanding as of the MPU 43 Release Effective Date, all without recourse to or representation or warranty of any kind by the Agent or the Investor, other than a representation by the Agent that the Released Receivable Interests are free and clear of any Adverse Claims created by the Agent or the Investor or as a result of a claim against the Agent or the Investor, and (ii) release, as of the MPU 43 Release Effective Date, any and all security interests, liens or other encumbrances the Agent or the Investor may have in or to the Pool Receivables which are MPU 43 Receivables and the Related Security with respect thereto.

3. On the MPU 43 Release Effective Date, upon receipt by the Agent of (a) this letter agreement executed by each of you and the Investor and (b) a conforming letter agreement with respect to the Originator Purchase Agreement, the Agent will deliver or release to the Seller, as the case may be, UCC-3 partial releases with respect to the Released Receivable Interests, the MPU 43 Receivables and the Related Security with respect thereto. Ferro or its designee is authorized to file or cause to be filed such UCC-3 partial releases following such delivery or release.

4. The Collection Agent agrees that immediately following the MPU 43 Release Effective Date, it will notify, and/or will arrange for any buyer of any portion of the MPU 43 Receivables to notify, all Obligors with respect to MPU 43 Receivables to remit all payments in respect thereof to such accounts or addresses other than Lock-Box Accounts as directed by Ferro or the Buyer.

Miscellaneous

1. Except as herein expressly amended, the Receivables Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. All references to the Receivables Agreement in the Receivables Agreement, the Originator Purchase Agreement, the Purchase Agreement and the other Transaction Documents shall mean the Receivables Agreement as amended by this letter agreement and as hereafter amended, restated, supplemented or modified.

2. The Seller and Ferro each represent and warrant that this letter agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation. The Seller and the Collection Agent each represent and warrant that after giving effect to this letter agreement, the MPU 43 Release Effectiveness Date and any associated reduction of Capital, no Event of Termination or Incipient Event of Termination will occur.

3. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

CITICORP NORTH AMERICA, INC.,

as Agent

By: /s/ Junette M. Earl
Name: Junette M. Earl
Title: Vice President

AGREED AND ACKNOWLEDGED AS OF
THE DATE FIRST WRITTEN ABOVE:

CAFCO, LLC

By: /s/ Junette M. Earl
Name: Junette M. Earl
Title:	Vice President

FERRO FINANCE CORPORATION

By: /s/ Karen L. Larsen
Name: Karen L. Larsen
Title:	Assistant Treasurer

FERRO CORPORATION

By: /s/ Peter T. Thomas
Name: Peter T. Thomas
Title:	Vice President, Organic Specialties

Exhibit A

MPU 43 Receivables

See attached.

SOLICITORS, 003554, 000059, 102626844.1, Amend No 3 to A&R RPA (Execution w/ Conformed Sigs)

Ferro Finance Corporation
1000 Lakeside Avenue, Suite A
Cleveland, OH 44114

October 31, 2008

Ferro Corporation
1000 Lakeside Avenue
Cleveland, OH 44114

Re: Amendment No. 1 to Amended and Restated Purchase and Contribution Agreement

Ladies and Gentlemen:

We refer to that certain Amended and Restated Purchase and Contribution Agreement, dated as of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “PCA”), among Ferro Finance Corporation, as Purchaser (the “Purchaser”) and Ferro Corporation, as Seller (the “Seller”). Terms not otherwise defined herein shall have the meanings set forth in the PCA.

On the date hereof (the “Repurchase Date”), the Seller desires to repurchase from the Purchaser certain Receivables and the Related Security with respect thereto existing as of such date generated by the Seller in the course of its business, to the extent constituting Acquired Assets as defined in that certain Asset Purchase Agreement (the “APA”) dated as of September 29, 2008 by and between the Seller and Novolyte Technologies LP, which Receivables are further identified as belonging to MPU 43 within company code 2010 (such Receivables to be repurchased, collectively, the “Repurchased Receivables”). The Repurchased Receivables are identified on Exhibit A attached hereto.

The parties hereto have agreed to amend the PCA pursuant to the sale contemplated above, and as otherwise set forth below, on the terms and conditions set forth herein.

Amendments

1. The definition of “Receivable” in Section 1.01 of the PCA is hereby amended and restated to read in its entirety as follows:

“Receivable” means the indebtedness of any Obligor under a Contract (whether constituting an account, instrument, chattel paper or general intangible), and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto; provided, however, that from and after the MPU 43 Repurchase Date, “Receivable” shall not include any MPU 43 Receivables.

2. Section 1.01 of the PCA is hereby amended by adding the following new definitions in the proper alphabetical order:

“MPU 43 Receivables” means Receivables existing as of the MPU 43 Repurchase Date constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated as of September 29, 2008 by and between the Seller and Novolyte Technologies LP, which are further identified as belonging to MPU 43 within company code 2010.

“MPU 43 Repurchase Date” means the date on which the MPU 43 Receivables are repurchased by the Seller as provided in Amendment No. 1 to this Agreement.

Repurchase of Receivables

1. On the Repurchase Date and in consideration of the payment of the Purchase Price referred to below, the Purchaser hereby (i) sells to the Seller all Repurchased Receivables outstanding as of the Repurchase Date and the Related Security with respect thereto, all without recourse to or representation or warranty of any kind by the Purchaser, other than a representation by the Purchaser that the Repurchased Receivables are free and clear of any Adverse Claims created by it or as a result of a claim against it, and (ii) releases, as of the Repurchase Date, any and all security interests, liens or other encumbrances it may have in or to the Repurchased Receivables and the Related Security with respect thereto. The Purchase Price for such sale and release is $6,483,200.19. The Purchaser directs the Seller to pay the Purchase Price either to its account at account no. 657205449 at National City Bank, Cleveland, OH, no later than 11:00 a.m. (New York City time) on the Repurchase Date in immediately available funds in U.S. Dollars or to use the Purchase Price to offset amounts owed to the Seller, as mutually agreed by the parties. The sale and release of the Repurchased Receivables shall not be effective unless the Purchase Price is so paid on or prior to such time.

Miscellaneous

1. Except as herein expressly amended, the PCA is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. All references to the PCA in the PCA, the Sale Agreement and the other documents and instruments delivered pursuant thereto or in connection therewith shall mean the PCA as amended by this letter agreement, and as hereafter amended, restated, supplemented or modified.

2. The Purchaser and the Seller each represent and warrant that this letter agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation.

3. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

FERRO FINANCE CORPORATION

		By: /s/ Karen L. Larsen
		Name: Karen L. Larsen
		Title:	Assistant Treasurer
AGREED AND ACKNOWLEDGED AS OF
THE DATE FIRST WRITTEN ABOVE:
FERRO CORPORATION
By: /s/ Peter T. Thomas
Name: Peter T. Thomas
Title:	Vice President, Organic Specialties

Pursuant to Section 5.01(m) of the Sale Agreement
(as such term is defined in the PCA), the undersigned
consents to the foregoing amendment to the PCA.

CITICORP NORTH AMERICA, INC., as Agent

By: /s/ Junette M. Earl
Name: Junette M. Earl
Title:	Vice President

Exhibit A

Repurchased Receivables

See attached.

SOLICITORS, 003554, 000059, 102626841.1, Amend No. 1 to AR PCA re Sherwood Sale (Execution w/ Conformed Sigs)