-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsHV30/AqkAoHl3eGWmSI2DztaSgLpGcU6ZqzGaNldV38y4x5KpEjFgZ87mAVWqN H/9tUoGryGSuIigm3S1zbw== 0001047469-03-001326.txt : 20030114 0001047469-03-001326.hdr.sgml : 20030114 20030114151246 ACCESSION NUMBER: 0001047469-03-001326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030114 GROUP MEMBERS: BRET LEVY GROUP MEMBERS: EL CORTE INGLES, S.A. GROUP MEMBERS: JOSEPH LEVY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTSCHALKS INC CENTRAL INDEX KEY: 0000790414 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 770159791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38092 FILM NUMBER: 03513465 BUSINESS ADDRESS: STREET 1: 7 RIVER PARK PL E STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 2094348000 MAIL ADDRESS: STREET 1: 7 RIVER PARK PLACE EAST STREET 2: P O BOX 28920 CITY: FRESNO STATE: CA ZIP: 93720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS CO CENTRAL INDEX KEY: 0001068983 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 950812550 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 NORTH E STREET CITY: SAN BERNARDINO STATE: CA ZIP: 92416 BUSINESS PHONE: 2094348000 MAIL ADDRESS: STREET 1: 300 NORTH E STREET CITY: SAN BERNADINO STATE: CA ZIP: 92416 SC 13D/A 1 a2100725zsc13da.htm SCHEDULE 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)

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Gottschalks Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

383495109

(CUSIP Number)

Thomas H. McPeters, Esq.
McPeters, McAlearney, Shimoff & Hatt, A Professional Corporation
Washington Mutual Bank Building, Second Floor, 4 West Redlands Boulevard
P.O. Box 2084
Redlands, California 92373-0661
Telephone (909) 792-8919

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SCHEDULE 13D

This Amendment No. 4 (this "Amendment") amends and supplements Items 4, 6 and 7 of the Schedule 13D (the "Schedule") filed on August 28, 1998, as amended by Amendment No. 1 thereto filed on February 28, 2002, Amendment No. 2 thereto filed on June 4, 2002 and Amendment No. 3 thereto filed on September 3, 2002, by The Harris Company ("Harris"), El Corte Ingles, S.A., Joseph Levy and Bret Levy with respect to the Common Stock of Gottschalks Inc. ("the Company"). All capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Schedule.

Item 4. Purpose of Transaction.

Pursuant to a Credit Facilitation Agreement entered into on February 22, 2002 (the "Credit Facilitation Agreement") by and between the Company and Harris, Harris agreed to cause Bank of America, N.A. (the "Bank") to issue an Irrevocable Standby Letter of Credit in the amount of $7,000,000 (the "Letter of Credit") to General Electric Capital Corporation (the "Beneficiary"), the administrative agent for the lender syndicate pursuant to that certain Credit Agreement dated January 31, 2002 by and among the Company, the Beneficiary and CIT Business Credit. Pursuant to a First Amendment to Credit Facilitation Agreement dated May 29, 2002 by and between the Company and Harris, Harris agreed to cause the Bank to extend the term of the Letter of Credit from June 30, 2002 to September 30, 2002. Pursuant to a Second Amendment to Credit Facilitation Agreement dated August 29, 2002 by and between the Company and Harris, Harris agreed to cause the Bank to extend the term of the Letter of Credit from September 30, 2002 to January 31, 2003.

Pursuant to a Third Amendment to Credit Facilitation Agreement executed January 10, 2003 and effective January 3, 2003 by and between the Company and Harris (the "Third Amendment"), Harris agreed to cause the Bank to extend the term of the Letter of Credit from January 31, 2003 to March 31, 2003. In addition, the term of the Letter of Credit may be extended or the Letter of Credit may be cancelled under certain circumstances as more fully described in the Third Amendment, a copy of which is filed herewith as Exhibit 9. The Company's reimbursement obligations to Harris under the amended Credit Facilitation Agreement, which arise in the event any payment is made under the Letter of Credit by the Bank to the Beneficiary, are general and unsecured obligations of the Company.

Pursuant to a Guaranty—Security Agreement—Stock Pledge dated February 22, 2002 (the "Guaranty and Pledge") by and among Joseph Levy, Jody Levy-Schlesinger, Felicia Levy Weston, Bret Levy (collectively, the "Pledgors") and Harris, the Pledgors guaranteed the Company's obligations under the Credit Facilitation Agreement on a non-recourse basis, as described below. As security for the Pledgors' guaranty obligations and the Company's obligations under the Credit Facilitation Agreement, the Pledgors granted Harris a continuing security interest in all of the shares of the Company's common stock owned by the Pledgors (the "Shares"), all of the Pledgors' rights to acquire shares of the Company's common stock and all proceeds from the sale of any such shares (collectively, the "Collateral"). The Pledgors' guaranty under the Guaranty and Pledge is enforceable only against, and to the extent of, the Collateral, and not against any other assets of the Pledgors. During the term of the Guaranty and Pledge, and until a default by the Company or a Pledgor under the Credit Facilitation Agreement or Guaranty and Pledge, the Pledgors will be entitled to exercise all voting and consensual rights pertaining to the Shares, and will be entitled to receive any and all dividends and distributions paid in respect of the Shares.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 4 is incorporated herein by this reference.

Item 7. Material to be Filed as Exhibits

Exhibit 9

Third Amendment to Credit Facilitation Agreement dated January 3, 2002 by and between the Company and Harris

SIGNATURE

After reasonable inquiry and to the best of the undersigneds' knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 14, 2003

THE HARRIS COMPANY, a California corporation
By:	/s/ JORGE PONT
	Name:	Jorge Pont
	Title:	President and Chief Executive Officer
EL CORTE INGLES, S.A., a Spanish corporation
By:	/s/ JORGE PONT
	Name:	Jorge Pont
	Title:	International Division Director
	/s/ JOSEPH LEVY Joseph Levy
	/s/ BRET LEVY Bret Levy

S-1

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SCHEDULE 13D

Item 4. Purpose of Transaction.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits

SIGNATURE
EX-9 3 a2100725zex-9.htm EXHIBIT 9
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EXHIBIT 9

THIRD AMENDMENT TO CREDIT FACILITATION AGREEMENT

1. Parties. The parties to this Third Amendment to Credit Facilitation Agreement are Gottschalks Inc., a Delaware Corporation, and The Harris Company, a California Corporation.

2. Definitions. The terms as used herein shall have meanings ascribed to them in the Credit Facilitation Agreement executed by the parties on February 22, 2002, the First Amendment to Credit Facilitation Agreement executed by the parties on May 29, 2002, and the Second Amendment to Credit Facilitation Agreement executed by the parties on August 22, 2002, unless a different meaning is ascribed to them in this Third Amendment to Credit Facilitation Agreement.

3. Extension of Standby Letter of Credit. Credit Facilitator shall cause the Standby Letter of Credit to be amended by Bank to permit draws by Beneficiary until March 31,2003, and thereafter, until July 29, 2003, in the event the Corporation files, or there is filed against it, a petition under the United States Bankruptcy Code or Corporation make an assignment for the benefit of its creditors (the "Expiration Dates"). Otherwise, the Standby Letter of Credit shall be and remain as first issued on February 22, 2002, amended by Bank on May 31, 2002, and amended by Bank on August 29, 2002.

4. Cancellation of Standby Letter of Credit. The Standby Letter of Credit shall be cancelled, and be of no further force and effect, concurrently with the closing and funding of any sale by Corporation of its private label Accounts Receivable prior to the Expiration Dates (the "Sale"). Corporation shall take such action, or cause others to take such action, that may be required by Bank to cancel the Standby Letter of Credit, whatever that action may be, without limitation or condition, within five (5) business days of the occurrence of the Sale. The obligation of Corporation shall be unconditional and not subject to the existence of any fact or condition existing at the time of the Sale with respect to any agreement or performance obligation or document or understanding that may exist or pertain with respect to Corporation and any person or entity.

5. Payment to Credit Facilitator. Corporation shall pay to Credit Facilitator, on demand and in immediately available funds, the amount of any Payment to Beneficiary by Bank plus interest at the lesser of ten percent (10%) per annum, or the greatest amount that may be charged without violation of law.

6. Corporation to Pay Credit Facilitator Bank's Fees, Expenses and Costs. Corporation shall pay to Credit Facilitator, on demand and in immediately available funds, the Bank's Fees, Expenses and Costs for amending the Standby Letter of Credit, plus interest at the lesser of ten percent (10%) per annum, or the greatest amount that may be charged without violation of law, from and after five (5) business days of demand to the date of payment to Credit Facilitator.

7. Effect of Third Amendment. The Credit Facilitation Agreement, the First Amendment to Credit Facilitation Agreement, and the Second Amendment to the Credit Facilitation Agreement, shall remain in full force and effect as originally written, except as modified, superseded or amended, by this Third Amendment.

SIGNATURE PROVISIONS ON THE FOLLOWING PAGE

Dated January 3, 2003

		GOTTSCHALKS INC., A Delaware Corporation
		By:		/s/ JAMES R. FAMALETTE James R. Famalette President and Chief Executive Officer
		By:		/s/ GARY GLADDING Gary Gladding Executive Vice President of Merchandising
		THE HARRIS COMPANY, A California Corporation
		By:		/s/ JORGE PONT Jorge Pont President and Chief Executive Officer
		By:		/s/ THOMAS H. MCPETERS Thomas H. McPeters Chief Financial Officer and Secretary

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EXHIBIT 9

THIRD AMENDMENT TO CREDIT FACILITATION AGREEMENT
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