-----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, QSGA98EcJ6cDxUlCYYjO/5FR/f6tibF+BltOKPRnS0jzgaXLqp7oHEoAUqjTOF0X 5uA9cHDLGDEwkfy357y2fA== 0000276641-03-000091.txt : 20031210 0000276641-03-000091.hdr.sgml : 20031210 20031210130017 ACCESSION NUMBER: 0000276641-03-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031210 ITEM INFORMATION: Other events FILED AS OF DATE: 20031210 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: 031046674 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 spiegel8k121003.txt SPIEGEL, INC. FORM 8-K 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) : December 10, 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 December 10, 2003, the Registrant issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition attached as Exhibit 99.2 is the Order Modifying The Permanent Injunction. Item 7. Exhibits. (c) Exhibits Exhibit 99.1 Press release dated December 10, 2003 Exhibit 99.2 Order Modifying The Permanent Injunction dated December 4, 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: December 10, 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 December 10, 2003 99.2 Order Modifying The Permanent Injunction dated December 4, 2003 EX-99 4 ordergrantdfilingdelay121003.txt EXHIBIT 99.1 TO SPIEGEL, INC. FORM 8-K EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Debbie Koopman (630) 769-2596 Debbie_Koopman@spgl.com The Spiegel Group Obtains Order Granting Additional Time to File Audited Financials, Selects BDO Seidman, LLP as Independent Public Accountants DOWNERS GROVE, Ill. - December 10, 2003 - The Spiegel Group (Spiegel, Inc.) today announced that the U.S. District Court in Chicago (the Court) entered an Order on December 4, 2003, granting relief in response to the company's motion to modify the Amended Partial Final Judgment and Order of Permanent Injunction and Other Equitable Relief (the Amended Partial Final Judgment) entered on March 27, 2003. The Amended Partial Final Judgment was modified previously by the Order Granting Spiegel, Inc. Partial Relief From Permanent Injunction, entered April 15, 2003,which provides, among other things, that the company would not be in contempt of the Amended Partial Final Judgment as a result of its inability to file its periodic reports with the SEC until after the completion of the report of the Independent Examiner appointed by the Court, but no later than December 3, 2003. On November 25, 2003, the company filed with the Court a motion requesting an extension until April 7, 2004, to file its 2002 fiscal year annual report on Form 10-K and its three quarterly reports for the 2003 fiscal year on Forms 10-Q with the Securities and Exchange Commission (SEC). The Order provides that, Spiegel, Inc., and its officers, directors, employees and agents, are not, and will not in the future, be in contempt of the Amended Partial Final Judgment as a result of the company's inability to timely file its 2002 Form 10-K and its quarterly reports for the 2003 fiscal year on Forms 10-Q with the SEC as required; provided that Spiegel, Inc., among other requirements, continues to comply with the additional reporting obligations on Form 8-K specified in the Order Granting Spiegel, Inc. Partial Relief From Permanent Injunction entered April 15, 2003 and files any past due Form 10-K or Forms 10-Q with the SEC as soon as possible and not later than April 7, 2004. The company also announced that it has reached an agreement with BDO Seidman, LLP to serve as its independent public accountants and on December 5, 2003, filed a motion with the Bankruptcy Court seeking approval to employ and retain them. The Spiegel Group is a leading international specialty retailer marketing fashionable apparel and home furnishings to customers through catalogs, 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 debtor-in-possession (DIP) financing 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; the effects on the company of the Pay-Out Events 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 outcome of the 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. EX-99 5 order121003.txt EXHIBIT 99.2 TO SPIEGEL, INC. FORM 8-K EXHIBIT 99.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS ______________________________________ ) UNITED STATES SECURITIES ) AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) NO. 03C-1685 v. ) Judge James B. Zagel ) SPIEGEL, INC., ) ) Defendant. ) ______________________________________) ORDER MODIFYING THE PERMANENT INJUNCTION On December 4, 2003, Spiegel, Inc. ("Spiegel") moved for an order modifying the permanent injunction included in the Amended Partial Final Judgment and Order of Permanent Injunction and Other Equitable Relief, entered on March 27, 2003 (the "Amended Partial Final Judgment"). Upon consideration of the motion, and having heard the positions of the parties, it is hereby ORDERED that the motion is GRANTED as follows: 1. Spiegel, and its officers, directors, employees and agents and those in active concert therewith, are not now and shall not in the future be in contempt of the Amended Partial Final Judgment as a result of Spiegel's failure to timely file its any current or past-due Form 10-K or any Form 10-Q provided that Spiegel complies with the terms of this Order. 2. Spiegel shall file with the U.S. Securities and Exchange Commission any past due Form 10-K or Forms 10-Q on or before April 7, 2004. 3. Spiegel shall promptly notify the Court and the parties hereto in the event that (i) it is unable to retain new outside auditors, (ii) the bankruptcy court declines to authorize Spiegel's proposed retention of new outside auditors, or (iii) Spiegel's new auditors resign or are dismissed by Spiegel. 4. Spiegel shall continue to comply with the additional reporting obligations on Forms 8-K specified in the Order Granting Spiegel, Inc. Partial relief From Permanent Injunction, entered April 15, 2003. 5. Nothing in this Order shall relieve Spiegel, or its officers or directors, from any requirements or responsibilities of the Federal securities laws. SO ORDERED: Dated: December 4, 2003 /s/ James B. Zagel ---------------- ------------------- Hon. James B. Zagel -----END PRIVACY-ENHANCED MESSAGE-----