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): January 23, 2013
99¢ ONLY STORES
(Exact name of registrant as specified in its charter)
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California |
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1-11735 |
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95-2411605 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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4000 East Union Pacific Avenue |
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City of Commerce, California |
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90023 |
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(Address of principal executive offices) |
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(Zip Code) |
(323) 980-8145
(Registrant’s telephone number, including area code)
None
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) Departure of Directors or Certain Officers
Effective January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively, of 99¢ Only Stores (the “Company”) and the Company’s parent, Number Holdings, Inc. (“Parent” and, together with the Company, the “Corporation”), and as directors of the Company and Parent. Conditional upon each of Messrs. Schiffer, Jeff Gold and Howard Gold executing and not revoking a release of claims against the Corporation and certain of its affiliates, each of Messrs. Schiffer, Jeff Gold and Howard Gold will receive benefits commensurable with the benefits payable to him upon a termination without cause under his Employment Agreement, effective January 13, 2013, with the Company and Parent.
A copy of the Company’s press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(c) Appointment of Certain Officers
Effective January 23, 2013, the Parent Board elected Richard Anicetti and Michael Fung to serve as Interim President and Chief Executive Officer of the Corporation and Interim Executive Vice President and Chief Administrative Officer of the Corporation, respectively. Mr. Anicetti is currently a member of the Board of Directors of the Company and Parent.
Mr. Fung, age 62, served as Senior Vice President and Chief Financial Officer at Walmart U.S. from 2006 until his retirement in February 2012. At Walmart U.S., Michael also served as Senior Vice President, Internal Audit Services between 2003 and 2006, and as Vice President, Finance and Administration for Global Procurement between 2001 and 2003. Before joining Walmart, Mr. Fung spent five years as Vice President and Chief Financial Officer for Sensient Technologies Corporation, three years as Senior Vice President and Chief Financial Officer for Vanstar Corporation and four years as Vice President and Chief Financial Officer for Bass Pro Shops, Inc. Mr. Fung is currently a member of the Board of Directors of Franklin Covey Co. Mr. Fung is a Certified Public Accountant in the State of Illinois. He received his MBA from the University of Chicago and his BS in Accounting from the University of Illinois at Chicago.
A copy of the Company’s press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(e) Compensatory Arrangements of Certain Officers
The Compensation Committee approved (a) compensation of $62,500 per month for Mr. Anicetti’s service as Interim President and Chief Executive Officer of the Corporation and (b) compensation of $50,000 per month for Mr. Fung’s service as Interim Executive Vice President and Chief Administrative Officer of the Corporation. Each of Mr. Anicetti and Mr. Fung will have the opportunity to earn additional performance-based compensation, targeted at 100% of his base compensation.
There are no arrangements or understandings between each of Mr. Anicetti or Mr. Fung and any other person pursuant to which he was appointed to his office, and there are no relationships between each of Mr. Anicetti or Mr. Fung and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
The Compensation Committee approved a discretionary bonus of $175,000 for Frank Schools, Senior Vice President, Chief Financial Officer and Treasurer of the Corporation, subject to repayment in full by Mr. Schools if he resigns his employment for any reason or is terminated by the Corporation for cause within 24 months following the date such discretionary bonus is paid.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibit
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 23, 2013 |
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 thereunto duly authorized.
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99¢ ONLY STORES | |
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Dated: January 23, 2013 |
By: |
/s/ Frank Schools |
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Frank Schools |
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Senior Vice President, Chief Financial Officer |
Exhibit 99.1
99¢ ONLY STORES ANNOUNCES SENIOR MANAGEMENT CHANGES
Richard Anicetti Assumes Interim CEO Position & Michael Fung Becomes Interim Chief Administrative Officer
99¢ Only Reports Preliminary Third Quarter Same Store Sales Results
City of Commerce, CA—January 23, 2013—99¢ Only Stores announced today that in order to build on recent successes and to execute on the company’s previously announced accelerated growth strategy, Richard Anicetti is assuming the role of interim CEO. In addition, Michael Fung will join the company as interim Chief Administrative Officer overseeing finance, information technology, real estate and various administrative functions of the company.
In connection with the foregoing changes, Eric Schiffer, Jeff Gold and Howard Gold are no longer employed by the company.
“Since the first 99¢ Only store opened in 1982, the company has grown into one of the most impressive and differentiated extreme value retailers in the country,” said David Kaplan, Chairman of the Board of Directors and Senior Partner and Founding Member of Ares Management LLC. “The Gold/Schiffer family has been instrumental in creating this valuable business and establishing the widely-admired culture at 99¢ Only Stores. As a result, the company has flourished and today is positioned for continued growth and success. The Board of Directors thanks Eric, Jeff, Howard and the rest of the Gold/Schiffer family for their contribution and is looking forward to working with Rick, Mike and our dedicated ‘99ers’ to continue our growth trajectory while providing our customers with excellent value as well as a fun and exciting shopping experience.”
Mr. Anicetti has served on the Board of Directors for the past eight months, and brings more than 20 years of senior management experience in the food retail business, including serving for eight years as President and CEO of Food Lion grocery stores, a subsidiary of the Delhaize Group with more than 1,200 locations primarily in the southeastern United States. In addition, he has been a member of the boards of directors at several other food industry companies. Mr. Fung brings more than 30 years of experience in value-oriented retail and finance, most recently serving as Senior Vice President and Chief Financial Officer of Walmart Stores’ U.S. operations.
“Over the next several weeks, Mike and I will be working with other members of the senior management team and the Board of Directors to ensure a smooth transition,” said Mr. Anicetti. “We expect that business will continue as usual, and we are excited to get to work on fulfilling the company’s vision as one of the leading extreme value retailers in the country.”
99¢ Only Stores also reported continued revenue growth for the holiday season and the third quarter of fiscal 2013 ended December 29, 2012. Net sales increased $35.6 million, or 8.8%, to $439.5 million for the third quarter of fiscal 2013 compared to $403.9 million for the third quarter of fiscal 2012. Same-store sales, calculated on a comparable 13-week period, increased 4.3%.
About 99¢ Only Stores
Founded in 1982, 99¢ Only Stores currently operates 311 extreme value retail stores consisting of 227 stores in California, 39 in Texas, 29 in Arizona, and 16 in Nevada. 99¢ Only Stores emphasizes quality name-brand consumables, priced at an excellent value, in convenient, attractively merchandised stores. Over half of the Company’s sales come from food and beverages, including produce, dairy, deli and frozen foods, along with organic and gourmet foods. For more information, visit http://www.99only.com.
Contact
Bill Mendel
212-397-1030
bill@mendelcommunications.com
Safe Harbor Statement
The Company has included statements in this release that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended. As a general matter, forward-looking statements are those focused on future or anticipated events or trends, expectations and beliefs including, among other things, (a) trends affecting the financial condition or results of operations of the Company and (b) the business and growth strategies of the Company (including the Company’s store opening growth rate) that are not historical in nature. Such statements are intended to be identified by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon the Company’s then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this release for the reasons, among others, discussed in the reports and other documents the Company files from time to time with the Securities and Exchange Commission, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in the Company’s Registration Statement on Form S-4 (File No. 333-182582), declared effective on October 9, 2012. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.