-----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, KwsG+oj3HkdBXZhOxfqsQrlBZsA8ruD4WvK2YpNaRFjiE2EXzrNE42Eieln1uNvu MC1SBwZ2ks2gy2A2hOxx7A== 0000276641-03-000059.txt : 20030505 0000276641-03-000059.hdr.sgml : 20030505 20030505150048 ACCESSION NUMBER: 0000276641-03-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Other events FILED AS OF DATE: 20030505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIEGEL INC CENTRAL INDEX KEY: 0000276641 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 362593917 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16126 FILM NUMBER: 03681957 BUSINESS ADDRESS: STREET 1: 3500 LACEY RD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 BUSINESS PHONE: 7089868800 MAIL ADDRESS: STREET 1: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 8-K 1 spiegel8k050503.txt FORM 8-K FOR SPIEGEL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : May 5, 2003 SPIEGEL, INC. (Exact name of registrant as specified in its charter) Delaware 0-16126 36-2593917 (State or other (Commission file (I.R.S. Employer jurisdiction of number) Identification No.) incorporation or organization) 3500 Lacey Road Downers Grove, IL 60515-5432 (Address of principal executive offices) (Zip Code) (630) 986-8800 (Registrant's telephone number, including area code) No Change (Former name or Former address, if changed since last report) - ---------------------------------------------------------------------------- Item 5. Other Events On May 5, 2003, the Registrant issued three press releases attached hereto as Exhibits 99.1, 99.2, and 99.3 and incorporated herein by reference. Item 7. Exhibits. (c) Exhibits Exhibit 99.1 Press release dated May 5, 2003 Exhibit 99.2 Press release dated May 5, 2003 Exhibit 99.3 Press release dated May 5, 2003 - ---------------------------------------------------------------------------- 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. SPIEGEL, INC. (Registrant) Dated: May 5, 2003 By: /s/ James M. Brewster ------------------------- James M. Brewster Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) - ---------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. 99.1 Spiegel, Inc. press release dated May 5, 2003 - "The Spiegel Group and Alliance Data Systems Enter Into Long-Term Agreements" 99.2 Spiegel, Inc. press release dated May 5, 2003 - "The Spiegel Group Receives Final Approval for $400 Million DIP Financing Facility" 99.3 Spiegel, Inc. press release dated May 5, 2003 - "The Spiegel Group Takes Additional Steps in Ongoing Reorganization Process" EX-99 4 spiegeladsrelease050503.txt EXHIBIT 99.1 FOR SPIEGEL, INC. FORM 8-K EXHIBIT 99.1 The Spiegel Group And Alliance Data Systems Enter Into Long-Term Agreements DOWNERS GROVE, Ill., and DALLAS (May 5, 2003) - Alliance Data Systems Corp. (NYSE: ADS), a leading provider of transaction services, marketing services and credit services, and The Spiegel Group today announced that they will proceed with launching new private-label credit card programs for The Spiegel Group's merchant divisions -- Eddie Bauer, Spiegel Catalog and Newport News, as previously announced. Alliance Data's subsidiary, World Financial Network National Bank (WFNNB), will administer the new private-label credit card programs. On April 28, The Spiegel Group filed a motion with the Bankruptcy Court seeking approval to enter into a private label credit card agreement with Alliance Data Systems, and the court approved this motion on May 2. With this approval, Spiegel, Inc. and each of its three merchant divisions entered into separate but essentially identical 10-year agreements with Alliance Data. The new credit card programs for The Spiegel Group will be separate from and have no relation to The Spiegel Group's existing or prior credit card programs, and there will be no transfer of existing receivables. "We are pleased to be working with The Spiegel Group and are confident that our robust suite of marketing tools, including database, catalog and Internet capabilities will help their merchant divisions strengthen their relationships with their customers," said Ivan Szeftel, president, Retail Services, Alliance Data Systems. "I am confident that our retail heritage, strong credit and marketing services, and extensive experience in the direct marketing sector will help The Spiegel Group drive incremental sales across all three merchant divisions." "We are pleased to have established these new credit card programs, which we believe will help us enhance our customers' experience and build customer loyalty," said James M. Brewster, senior vice president and chief financial officer of The Spiegel Group. "We look forward to executing our targeted credit marketing programs aimed at reaching our existing customers and attracting new customers." Under terms of each of the agreements, Alliance Data will provide account acquisition and activation, issuance of new cards, receivables funding, card authorization, customer care, and billing and remittance services. Utilizing Alliance Data's marketing and database capabilities, the new credit card programs are expected to drive increased purchasing frequency, incremental sales and customer loyalty across all sales channels. Alliance Data's WFNNB will apply credit standards and underwriting policies that are consistent with its other retail client credit card programs for The Spiegel Group's new programs. About Alliance Data Systems Based in Dallas, Alliance Data Systems (NYSE: ADS) is a leading provider of transaction services, credit services and marketing services. The company assists retail, petroleum, utility and financial services clients in managing the critical interactions between them and their customers. Alliance Data manages over 72 million consumer relationships for some of North America's most recognizable companies and operates and markets the largest coalition loyalty program in Canada. Alliance Data Systems employs approximately 6,500 associates at more than 20 locations in the United States, Canada and New Zealand. For more information about the company, visit its web site, www.alliancedatasystems.com. About The Spiegel Group The Spiegel Group is a leading international specialty retailer marketing fashionable apparel and home furnishings to customers through catalogs, more than 550 specialty retail and outlet stores, and e-commerce sites, including eddiebauer.com, newport-news.com and spiegel.com. The Spiegel Group's businesses include Eddie Bauer, Newport News and Spiegel Catalog. Investor relations information is available on The Spiegel Group Web site at http://www.thespiegelgroup.com. The Spiegel Group's Forward Looking Statements This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based upon the company's current expectations and assumptions. You should not place undue reliance on those statements because they speak only as of the date of this release. Forward-looking statements include information concerning the company's possible or assumed future financial condition or results of operations. These statements often include words such as "expect," "plan," "believe," "anticipate," "intend," "estimate," or similar expressions. As you read and consider this release, you should understand that these statements are not guarantees of financial condition, performance or results. They involve risks, uncertainties and assumptions. Although the company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results and actual results could differ materially from the forward-looking statements. These factors include, but are not limited to, uncertainty regarding the company's ability to continue as a going concern; uncertainty regarding the company's ability to operate pursuant to the terms of the DIP facility; uncertainty regarding the company's ability to develop and consummate one or more plans of reorganization; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 case to a Chapter 7 case; the effect on the company's net sales and cash flow of its decision to stop accepting private-label credit cards at its merchant companies; uncertainty regarding the servicing of the company's existing securitized credit card receivables portfolio upon the liquidation of FCNB; the effects on the company of the Pay-Out Events recently experienced by all of the company's securitization agreements that are backed by the company's credit card receivables; the ultimate effect on the company of the pending investigation by the SEC; the uncertainty relating to the sale or liquidation of the bankcard segment; the ability of the company to maintain trade credit and contracts that are important to its operations; the financial strength and performance of the retail and direct marketing industry; changes in consumer spending patterns; risks associated with collections on the company's credit card portfolio; the success of merchandising, advertising, marketing and promotional campaigns; and various other factors beyond the company's control. All future written and oral forward-looking statements made by the company or persons acting on the company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the company's ongoing obligations to disclose material information as required by the federal securities laws, the company does not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. Contact: Alliance Data Systems Shelley Whiddon - Media 972.348.4310 swhiddon@alldata.net Ed Heffernan Analysts/Investors 972.348.5191 eheff@alldata.net The Spiegel Group Debbie Koopman 630.769.2596 debbie_koopman@spgl.com EX-99 5 approvalofdip050503.txt EXHIBIT 99.2 FOR SPIEGEL, INC. FORM 8-K EXHIBIT 99.2 The Spiegel Group Receives Final Approval for $400 Million DIP Financing Facility DOWNERS GROVE, Ill. - May 5, 2003 - The Spiegel Group (Spiegel, Inc.) today announced that it has received final Bankruptcy Court approval for the full amount of its $400 million senior secured debtor-in-possession (DIP) financing facility. A consortium of banks, led by Bank of America, N.A.,Fleet Retail Finance Inc. and The CIT Group/Business Credit, Inc., will provide the DIP financing facility. Banc of America Securities LLC arranged this financing. The DIP facility is an asset-based facility, with loan availability tied to a borrowing base test measured by the value of the company's inventory, receivables and other collateral on a regular basis. $50 million of the DIP facility is specifically available to fund receivables generated under the consumer credit cards issued directly by the company's merchant divisions. Under the terms of the agreement, this $50 million expires upon either the company's termination of the $50 million financing or 120 days after the date of the final order, whichever occurs first. Upon such termination, the amount available under the DIP facility will be reduced to $350 million. The DIP facility will supplement the company's cash flow from operations to fund its operations, including the purchase of goods and services, during the restructuring period. The company continues to believe that this financing, together with its current cash reserves and cash flow from its operations, will be sufficient to fund its operations during the reorganization process. As previously announced on March 17, 2003, the Court approved $150 million of interim financing under this facility. "The Court's final approval of our DIP financing is another important step forward as we continue our efforts to restore the financial health of our business," stated Bill Kosturos, interim chief executive officer and chief restructuring officer of The Spiegel Group. "This financing facility enables The Spiegel Group to continue to operate smoothly throughout the reorganization process." About The Company The Spiegel Group (Spiegel, Inc.) is a leading international specialty retailer marketing fashionable apparel and home furnishings to customers through catalogs,more than 550 specialty retail and outlet stores, and e-commerce sites, including eddiebauer.com, newport-news.com and spiegel.com. The Spiegel Group's businesses include Eddie Bauer, Newport News and Spiegel Catalog. Investor relations information is available on The Spiegel Group Web site at http://www.thespiegelgroup.com. Forward Looking Statements This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based upon the company's current expectations and assumptions. You should not place undue reliance on those statements because they speak only as of the date of this release. Forward-looking statements include information concerning the company's possible or assumed future financial condition or results of operations. These statements often include words such as "expect," "plan," "believe," "anticipate," "intend," "estimate," or similar expressions. As you read and consider this release, you should understand that these statements are not guarantees of financial condition, performance or results. They involve risks, uncertainties and assumptions. Although the company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results and actual results could differ materially from the forward-looking statements. These factors include, but are not limited to, uncertainty regarding the company's ability to continue as a going concern; uncertainty regarding the company's ability to operate pursuant to the terms of the DIP facility; uncertainty regarding the company's ability to develop and consummate one or more plans of reorganization; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 case to a Chapter 7 case; the effect on the company's net sales and cash flow of its decision to stop accepting private-label credit cards at its merchant companies; uncertainty regarding the servicing of the company's existing securitized credit card receivables portfolio upon the liquidation of FCNB; the effects on the company of the Pay-Out Events recently experienced by all of the company's securitization agreements that are backed by the company's credit card receivables; the ultimate effect on the company of the pending investigation by the SEC; the uncertainty relating to the sale or liquidation of the bankcard segment; the ability of the company to maintain trade credit and contracts that are important to its operations; the financial strength and performance of the retail and direct marketing industry; changes in consumer spending patterns; risks associated with collections on the company's credit card portfolio; the success of merchandising, advertising, marketing and promotional campaigns; and various other factors beyond the company's control. All future written and oral forward-looking statements made by the company or persons acting on the company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the company's ongoing obligations to disclose material information as required by the federal securities laws, the company does not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. CONTACT: Debbie Koopman (630) 769-2596 Debbie_Koopman@spgl.com EX-99 6 rif050503.txt EXHIBIT 99.3 FOR SPIEGEL, INC. FORM 8-K EXHIBIT 99.3 The Spiegel Group Takes Additional Steps in Ongoing Reorganization Process Plans to Close Customer Sales and Service Center in Bothell, Wash. Restructures Eddie Bauer Headquarters Organization Realigns Corporate Information Services Staff DOWNERS GROVE, Ill. - May 5, 2003 - As part of its ongoing reorganization process, The Spiegel Group (Spiegel, Inc.) today announced that it plans to close one of its customer sales and service centers, that its Eddie Bauer division has restructured its headquarters workforce and that it has realigned its corporate information services staff. Bill Kosturos, interim chief executive officer and chief restructuring officer of The Spiegel Group said, "We are transforming and repositioning our business for future success. These initiatives are an integral part of the reorganization process and are key steps toward streamlining our business processes and operations in each division as well as across The Spiegel Group to reduce costs and enhance productivity." The company's Spiegel Group Teleservices division, which handles the customer sales and service calls for The Spiegel Group merchant companies, will close a facility located in Bothell, Wash., which employs 365 associates. The facility is scheduled to close on July 6, 2003; associates will continue to be employed with the company through that date. Closing this facility will allow the company to better leverage the capacity in its other call centers, which are located in Rapid City, S.D., Hampton, Va., Saint John, New Brunswick, Canada, and Sydney, Nova Scotia, Canada. The company's Eddie Bauer division has restructured its organization to gain greater organizational and operational efficiencies. As a result, Eddie Bauer will reduce its headquarters workforce in Redmond, Wash. by approximately 180 associates effective May 9, 2003. The new organizational structure will better support Eddie Bauer's multi-channel marketing strategies and bring even greater focus on serving customers, developing product and solidifying its brand positioning. Eddie Bauer associates were informed of this decision earlier today. The Spiegel Group realigned its corporate information services organization in response to the company's redefined systems strategy, which included a significant reduction in systems development initiatives. Corporate information services provides systems support to all the Group's operations. This realignment has resulted in a headcount reduction of approximately 90 associates. The majority of the associates affected were located at the company's headquarters and its data center, which are both in the Chicago area. The company will provide severance and other benefits to affected associates. About The Company The Spiegel Group is a leading international specialty retailer marketing fashionable apparel and home furnishings to customers through catalogs, more than 550 specialty retail and outlet stores, and e-commerce sites, including eddiebauer.com, newport-news.com and spiegel.com. The Spiegel Group's businesses include Eddie Bauer, Newport News and Spiegel Catalog. Investor relations information is available on The Spiegel Group Web site at http://www.thespiegelgroup.com. Forward Looking Statements This news release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based upon the company's current expectations and assumptions. You should not place undue reliance on those statements because they speak only as of the date of this release. Forward-looking statements include information concerning the company's possible or assumed future financial condition or results of operations. These statements often include words such as "expect," "plan," "believe," "anticipate," "intend," "estimate," or similar expressions. As you read and consider this release, you should understand that these statements are not guarantees of financial condition, performance or results. They involve risks, uncertainties and assumptions. Although the company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results and actual results could differ materially from the forward-looking statements. These factors include, but are not limited to, uncertainty regarding the company's ability to continue as a going concern; uncertainty regarding the company's ability to operate pursuant to the terms of the DIP facility; uncertainty regarding the company's ability to develop and consummate one or more plans of reorganization; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 case to a Chapter 7 case; the effect on the company's net sales and cash flow of its decision to stop accepting private-label credit cards at its merchant companies; uncertainty regarding the servicing of the company's existing securitized credit card receivables portfolio upon the liquidation of FCNB; the effects on the company of the Pay-Out Events recently experienced by all of the company's securitization agreements that are backed by the company's credit card receivables; the ultimate effect on the company of the pending investigation by the SEC; the uncertainty relating to the sale or liquidation of the bankcard segment; the ability of the company to maintain trade credit and contracts that are important to its operations; the financial strength and performance of the retail and direct marketing industry; changes in consumer spending patterns; risks associated with collections on the company's credit card portfolio; the success of merchandising, advertising, marketing and promotional campaigns; and various other factors beyond the company's control. All future written and oral forward-looking statements made by the company or persons acting on the company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the company's ongoing obligations to disclose material information as required by the federal securities laws, the company does not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. CONTACT: Debbie Koopman (630) 769-2596 Debbie_Koopman@spgl.com -----END PRIVACY-ENHANCED MESSAGE-----