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 ~~October 31~~10, 2003

WOODWORKERS WAREHOUSE, INC.

(Exact ~~name~~Name of Registrant ~~registrant~~ as ~~specified~~Specified in its ~~charter~~Charter)

Delaware		04-3579658
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

000-33289

(Commission File Number)

126 Oxford Street Lynn, Massachusetts 01901-1132

(Address of ~~principal~~Principal ~~executive~~Executive ~~office~~Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 853-0900

Item 5. Other Events

As previously reported, as a result of an event of default under the loan agreement (“Loan Agreement”) between Woodworkers Warehouse, Inc. (the “Company”), ~~has~~as ~~had~~borrower ~~discussions~~and ~~with~~Bank aof ~~strategic~~America, ~~investor regarding~~N.A., aFoothill ~~proposed~~Capital ~~transaction~~Corporation ~~whereby~~and Transamerica Business Capital Corporation as lenders (the ~~investor~~“Lenders”), ~~would~~on ~~acquire~~October 27, 2003 the Company’s ~~outstanding~~entered ~~stock~~into ~~and~~a $2Forbearance ~~million~~Agreement whereby ~~bankruptcy~~the ~~payment~~Lenders ~~obligation.~~agreed, ~~The~~subject ~~discussions~~to ~~also~~the ~~contemplated~~terms and conditions of the ~~strategic~~Forbearance ~~investor~~Agreement, ~~making~~to a(i) ~~subordinated~~refrain ~~loan~~from exercising their default remedies and (ii) continue making revolving loans to the Company,. ~~the~~Among ~~Company’s~~other ~~entering~~things, ~~into~~the aforbearance ~~replacement~~by ~~credit~~the Lenders ~~facility~~was ~~and~~conditioned upon the Company’s ~~repayment~~delivery of ~~its~~a ~~existing~~commitment ~~revolving~~letter ~~loan~~for a replacement credit facility no later than November 7, 2003.

InOn ~~connection~~November ~~with~~10, ~~the~~2003, ~~above described discussions and as a result of an event of default under~~ the Company’s ~~existing~~received ~~loan~~written ~~agreement~~notice ~~(“Loan Agreement”)~~from ~~with~~ Bank of America, N.A., ~~Foothill~~(the ~~Capital~~agent ~~Corporation~~under ~~and~~the ~~Transamerica~~Loan ~~Business~~Agreement), ~~Capital~~that ~~Corporation~~(1) as ~~lenders~~a ~~(the~~result ~~“Lenders”),~~of onthe Company’s ~~October~~failure ~~27,~~to ~~2003~~timely deliver the ~~Company~~commitment ~~entered~~letter, ~~into~~the aforbearance ~~Forbearance~~of ~~Agreement whereby~~ the Lenders ~~agreed,~~ ~~subject~~had tobeen ~~the~~terminated ~~terms~~ and ~~conditions~~(2) ofas ~~the~~a ~~Forbearance~~result ~~Agreement,~~of to (i) ~~refrain~~the ~~from~~forbearance ~~exercising~~termination ~~their default remedies~~ and (ii) ~~continue~~the ~~making~~continuing ~~revolving~~violation ~~loans~~of toan ~~the~~EBITDA ~~Company.~~financial ~~Among~~covenant ~~other~~contained ~~things,~~ in the ~~forbearance~~Loan byAgreement, ~~the~~an ~~Lenders~~event ~~is conditioned~~of ~~upon~~default ~~the~~had ~~Company’s~~occurred. ~~delivery~~The ofnotice ~~(a)~~also astated ~~commitment~~that, ~~letter~~as ~~for~~ a ~~replacement~~result ~~credit~~of ~~facility~~the noevent ~~later~~of ~~than November 7~~default, ~~2003~~the ~~and~~Lenders (ba) anwere ~~executed~~no ~~acquisition~~longer ~~agreement~~required ~~between~~to make revolving loans to the Company and ~~the~~(b) ~~strategic~~could ~~investor~~accelerate norepayment ~~later~~of ~~than November~~all ~~15,~~outstanding ~~2003~~amounts under the Loan Agreement.

~~The~~Although ~~strategic~~the Lenders ~~investor~~have ~~has~~not ~~notified~~exercised ~~the~~their ~~Company~~right ~~that it~~to isaccelerate repayment as of November 12, 2003, we can provide no ~~longer~~assurance ~~interested~~that the Lenders will not accelerate repayment in ~~pursuing~~the future or that the ~~proposed~~Lenders ~~transaction~~will ~~described~~make ~~above.~~any Asrevolving aloans ~~result,~~to the Company isin ~~evaluating~~the future. ~~alternative~~In ~~courses~~the ofevent ~~action,~~that ~~including~~the Lenders refuse to make additional revolving loans to the ~~potential~~Company, ~~filing~~it ofwill anot ~~bankruptcy~~be ~~petition~~able to ~~reorganize~~continue to operate in the ~~Company~~ordinary orcourse ~~liquidate~~of ~~its assets~~business.

The Company continues to evaluate alternative courses of action, including a potential liquidation of its assets or the potential filing of a bankruptcy petition to reorganize the Company in connection with a possible sale of its assets.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

99.1

Letter dated November 10, 2003, by Bank of America, N.A., as agent for the Lenders under the Loan Agreement, to the Company.

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 thereunto duly authorized.

Date: November 4, 2003

Date: November 12, 2003	WOODWORKERS WAREHOUSE, INC. (Registrant)

	By:	/s/ WALTER SPOKOWSKI
		Walter Spokowski President and Chief Executive Officer

~~WOODWORKERS~~EXHIBIT ~~WAREHOUSE,~~INDEX ~~INC. Registrant By: /s/ WALTER SPOKOWSKI Walter Spokowski President and Chief Executive Officer~~

Exhibit No.

Description

Page

99.1

Letter dated November 10, 2003, by Bank of America, N.A., as agent for

the Lenders under the Loan Agreement, to the Company.

Filing Compare · WOODWORKERS WAREHOUSE INC