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): ~~September~~December 3029, 2005

Radnor Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


333-19495		23-2674715

(Commission File Number)		(IRS Employer Identification No.)


Radnor Financial Center, Suite A300 150 Radnor Chester Road, Radnor, Pennsylvania		19087-5292

(Address of Principal Executive Offices)		(Zip Code)

(610) 341-9600

(Registrant’s Telephone Number, Including Area Code)

(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))

~~Section~~Item 4-1.01. ~~Matters~~Entry ~~Related~~into toa ~~Accountants~~Material ~~and~~Definitive ~~Financial~~Agreement. ~~Statements~~

~~Item~~On 4December 29, 2005, Radnor Holdings Corporation (the “Company”) entered into a Revolving Credit and Security Agreement (the “Agreement”) with National City Business Credit, Inc.02, ~~Non-Reliance~~as agent (in such capacity, “Agent”) and lender (in such capacity, the “Lender”), Bank of America, N.A., as syndication agent, and National City Bank, as letter of credit issuer (the “Issuer”). The Agreement provides for maximum revolving advances in the principal amount of $75.0 million and matures on ~~Previously~~June 15, 2009. ~~Issued~~The ~~Financial~~initial ~~Statements~~advances orunder athe ~~Related~~Agreement ~~Audit~~were used to satisfy and terminate the Company’s obligations under its domestic revolving credit facility with PNC Bank, National Association, as agent, as discussed more fully in Item 1.02 ~~Report~~below. orThe ~~Completed~~Agreement ~~Interim~~includes ~~Review~~the Company and its domestic operating subsidiaries as the borrowers (the “Borrowers”), and is guaranteed by substantially all of the Company’s other domestic subsidiaries (the “Guarantors”, and together with the Borrowers, the “Loan Parties”).

OnThe ~~September 30, 2005,~~Agreement ~~the~~provides ~~audit~~for ~~committee~~a ofmaximum ~~the~~$10.0 ~~board~~million ofsub-facility ~~directors~~for letters of ~~Radnor~~credit ~~Holdings~~and ~~Corporation~~a ~~(the~~swing ~~“Company”),~~loan sub-facility in ~~consultation~~a ~~with~~maximum ~~the~~principal ~~Company’s~~amount ~~management,~~of ~~determined~~$10.0 ~~that~~million. ~~the~~Revolving ~~Company’s~~loans ~~previously~~under ~~issued financial statements included in~~ the ~~Company’s~~Agreement ~~Form~~are ~~10-Q~~limited ~~for~~to the ~~fiscal~~lesser ~~quarter~~of: (i) the ~~ended~~$75.0 ~~July 1~~million commitment, ~~2005~~or (~~the “Financial Statements”~~ii) a ~~should~~borrowing bebase ~~restated and~~amount, ~~accordingly~~minus, ~~the~~in ~~Financial~~each ~~Statements should no longer be relied upon. As discussed more fully below~~case, ~~the adjustments~~outstanding ~~required~~letters inof ~~the~~credit ~~Financial Statements are non-cash related in nature,~~ and ~~will~~swing ~~result~~loans. inThe anborrowing ~~increase~~base inmay ~~compensation~~not ~~expense~~exceed ~~for~~ the ~~three~~sum ~~and~~of ~~six months ended July~~(a) 1,85% ~~2005~~ of ~~$971,213~~the ~~and~~Borrowers’ aneligible ~~increase~~receivables, plus in(b) the ~~paid-in-capital~~lesser as of ~~July~~ (i) 1,60% ~~2005~~ of ~~$971,213~~the ~~from~~Borrowers’ ~~amounts~~eligible ~~previously~~inventory, ~~reported~~or (ii) $40.0 ~~The Company plans to file revised and restated Financial Statements as soon as practicable~~million.

~~Background~~Interest on the revolving loans is payable at the domestic loan rate (equal to the greater of National City Bank’s prime rate or the Fed Funds Rate plus 0.50%) or Libor loan rate plus, in each case, the applicable margin. The applicable margin for Libor rate loans will vary from 1.75% to 2.25% per annum and the applicable margin for domestic rate loans will vary from 0.00% to 0.50% per annum based on the Company’s ability to achieve certain performance based criteria. The applicable margin for domestic rate loans will be 0.25% and the applicable margin for Libor rate loans will be 2.00% until the first full calendar month following the Company’s delivery of financial statements for the quarter ending June 30, 2006 (the “First Reset Date”).

OnThe ~~June 30,~~Agreement ~~2005,~~includes ~~Radnor~~a ~~Investment~~letter ~~Advisors,~~of ~~L.P.,~~credit afee ~~partnership~~payable ~~under~~to ~~common~~the ~~control~~Agent ~~with~~for the ~~Company,~~benefit ~~sold one~~ of ~~its~~the ~~two~~Lender ~~material~~of ~~investments~~2.00% per ~~and approved~~annum aof ~~distribution~~the ~~totaling~~face ~~$971,213~~amount tooutstanding ~~certain~~ of all ~~its~~letters ~~special~~of ~~limited partners~~credit, ~~who~~which ~~are~~percentage ~~also~~is ~~officers~~subject ~~and~~to ~~employees~~adjustment ofon the ~~Company.~~First InReset ~~addition~~Date, ~~the Company’s Chief Executive Officer~~ and ~~Executive Vice President allocated~~ a ~~portion~~letter of ~~their~~ ~~interests~~credit infee ~~Radnor~~payable ~~Investment Advisors, L.P.~~ to ~~one of~~ the ~~special~~Issuer ~~limited~~equal ~~partners,~~to ~~totaling~~0.25% per ~~$150,000,~~annum asof ~~compensation~~the ~~for~~face ~~her~~amount ~~services~~outstanding ~~rendered~~of onall ~~behalf~~letters of ~~Radnor Investments Advisors, L~~credit.P. ~~During~~In ~~the second quarter~~addition, ~~after consultation~~the ~~with~~Agreement ~~KPMG~~provides ~~LLP~~for ~~(“KPMG”),~~an ~~the~~unused ~~$150,000~~facility ~~additional~~fee ~~allocation was recorded by the Company as non-cash compensation expense and paid-in-capital under the requirements~~ of ~~Securities and Exchange Commission Staff Accounting Bulletin Topic 5T~~0. ~~These~~25% ~~recorded~~of ~~amounts~~the ~~were~~maximum ~~reflected~~revolving inadvance ~~the Financial Statements~~amount.

~~Subsequent~~The toobligations ~~the~~are ~~filing~~secured by a first priority lien on collateral that primarily includes substantially all of the ~~Financial~~Loan ~~Statements~~Parties’ receivables, inventory, ~~the~~investment ~~Company~~property, ingeneral ~~consultation~~intangibles, ~~with~~deposit ~~KPMG,~~accounts ~~performed~~and anrights ~~additional~~to ~~review~~payments of ~~the~~money. ~~accounting~~The ~~for~~Agreement includes customary affirmative and negative covenants, which restrict, among other things, the ~~transaction.~~Loan ~~Based~~Parties’ onability ~~further~~to ~~review~~make acquisitions, merge or consolidate with other companies, dispose of ~~the~~or ~~facts~~grant liens on assets, guarantee or incur indebtedness, make investments and ~~circumstances~~loans, pay dividends or distributions on or repurchase the Company’s capital stock, enter into ~~concluded~~transactions ~~that~~with affiliates, inor ~~analyzing~~prepay ~~the~~any ~~special~~indebtedness ~~limited~~(excluding ~~partnership~~refinancing ~~interests~~of indebtedness). In addition, the Agreement limits the capital expenditures of the Company ~~should~~and ~~have~~its ~~used~~subsidiaries afor ~~different~~each ~~measurement~~calendar ~~date~~year ~~when~~commencing ~~applying~~2006 ~~Securities~~to an aggregate of $25.0 million and ~~Exchange~~limits ~~Commission~~operating ~~Staff~~leases ~~Accounting~~of ~~Bulletin~~the ~~Topic~~Company 5Tand its subsidiaries to $11.0 million per year. There are a number of specified limitations and ~~that,~~exceptions asto these covenants. The Agreement also includes a ~~result,~~fixed ~~the~~charge ~~$971,213~~coverage ratio ~~distributed~~requirement tothat ~~certain~~is ofonly applicable upon the ~~special~~occurrence ~~limited~~and ~~partners~~continuation ~~should~~of ~~have~~a ~~been~~default ~~recorded~~under asthe ~~non-cash~~Agreement ~~compensation~~or ~~expense~~if ~~and~~the ~~paid-in-capital~~Borrowers’ undrawn availability is less than $11,250,000.

Certain members of the Company’s audit committee and executive officers discussed these conclusions with KPMG and the audit committee subsequently concluded that the restatement was appropriate.

~~Section~~The Credit Agreement contains customary events of default, including, but not limited to, (i) 5defaults –in ~~Corporate~~the ~~Governance~~payment ~~and~~of ~~Management~~principal, interest, fees or other amounts due under the Agreement, (ii) defaults in compliance with the covenants contained in the Agreement, (iii) entry of judgments of a specified material amount against one or more of the Loan Parties, (iv) any Loan Party’s bankruptcy or insolvency or its subsidiary’s bankruptcy, (v) the occurrence of a default with respect to the Company’s other senior indebtedness, (vi) the occurrence of other defaults with respect to certain specified other indebtedness or obligations of the Loan Parties, or (vii) a change of control of the Company.

Item 5 1.02. ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers;~~Agreement. ~~Election of Directors; Appointment of Principal Officers~~

On ~~September~~December 30, 2005, in connection with the Company’s ~~issued~~entry ainto ~~press~~the ~~release~~new ~~announcing~~revolving credit facility described in Item 1.01 above, the ~~launch~~Company ofpaid aand ~~supply~~satisfied ~~chain~~in ~~management~~full ~~initiative~~the ~~that~~obligations ~~Michael~~under, V.and ~~Valenza~~terminated, ~~the~~its ~~former~~domestic ~~Chief~~revolving ~~Financial~~credit ~~Officer~~facility ofwith ~~the~~PNC ~~Company~~Bank, ~~will~~National ~~lead.~~Association, ~~Mr. Valenza~~as ~~will~~agent beand ~~responsible~~lender ~~for~~and ~~all~~the ~~aspects~~other oflenders party thereto, and paid a fee ~~supply~~of ~~chain~~approximately ~~management~~1.67% ~~for~~of the ~~Company~~overall facility in connection therewith.

~~Paul D. Ridder, the former Corporate Controller of the Company, has been appointed~~Section ~~to replace Mr~~2. ~~Valenza~~ ~~as Chief~~ Financial ~~Officer,~~Information and will serve as the Company’s principal financial officer and principal accounting officer. Mr. Ridder, 34, has been with the Company for nine years and has served as Manager of Financial Reporting and most recently as Vice President and Corporate Controller. Prior to joining the Company, Mr. Ridder held various positions at PricewaterhouseCoopers LLP. Mr. Ridder received his B.S. in Business Administration from Bucknell University and earned his MBA from Villanova University.

AItem 2.03. Creation ~~copy~~ of ~~the~~a ~~Company’s~~Direct ~~press~~Financial ~~release~~Obligation ~~announcing~~or ~~the~~an ~~launch~~Obligation ofunder ~~the~~an ~~supply~~Off-Balance ~~chain~~Sheet ~~management~~Arrangement ~~initiative~~of ~~and~~a ~~the resulting new appointments is attached as Exhibit 99~~Registrant.1 ~~and hereby incorporated by reference.~~

~~Section 9-~~See ~~Financial~~discussion ~~Statements~~above ~~and~~under ~~Exhibits~~Item 1.01.

Item 9.01 Financial Statements and Exhibits

The following exhibit is filed herewith:

Exhibit No.		Description
99.1		Press release issued by Radnor Holdings Corporation dated September 30, 2005

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.

	~~RADNOR HOLDINGS CORPORATION~~		RADNOR HOLDINGS CORPORATION
Dated: October 6, 2005	By:	/s/ Michael T. Kennedy
Dated: January 5, 2006			By:	/s/ Michael T. Kennedy
		Michael T. Kennedy
				Michael T. Kennedy President and Chief Executive Officer
		President and Chief Executive Officer

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