-----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, PMsfiHvsI/hyHN9LsPfO9rFY7xlo1gVpUrneEuEr2sz99iiI+EMOlPt87AP0ZGqF OVqUYTojH1fkiOdiXIJB4Q== 0001193125-04-058251.txt : 20040407 0001193125-04-058251.hdr.sgml : 20040407 20040407102243 ACCESSION NUMBER: 0001193125-04-058251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040131 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040407 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: 04721498 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 d8k.htm FORM 8-K 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): January 31, 2004

 


 

SPIEGEL, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-16126   36-2593917

(State or other jurisdiction of

incorporation or organization)

  (Commission file number)  

(I.R.S. Employer

Identification No.)

 

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 9. OTHER EVENTS AND REGULATION FD DISCLOSURE

 

Spiegel, Inc. (the “Company”) filed its monthly operating report for the period commencing January 4, 2004 and ended January 31, 2004 (the “Operating Report”) with the United States Bankruptcy Court for the Southern District of New York, a copy of which is attached hereto as Exhibit 99, in connection with its voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Bankruptcy Code in Case No. 03-11540.

 

The Company cautions readers not to place reliance upon the information contained therein. The Operating Report contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Company also cautions readers to read the Cautionary Statement contained as part of the Operating Report.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

 

(c)  

Exhibit.


 

Document Description


    99   Monthly Operating Report for the Period January 4, 2004 to January 31, 2004.


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: April 6, 2004

 

/s/ James M. Brewster


   

James M. Brewster

   

Senior Vice President and

   

Chief Financial Officer

   

(Principal Accounting and

   

Financial Officer)


EXHIBIT INDEX

 

Exhibit Number

 

Document Description


99   Monthly Operating Report For The Period January 4, 2004 to January 31, 2004.
EX-99 3 dex99.htm MONTHLY OPERATING REPORT Monthly Operating Report

Exhibit 99

 

CAUTIONARY STATEMENT

 

The Company cautions readers not to place undue reliance upon the information contained herein. The Monthly Operating Report (“Operating Report”) contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report contains information for periods which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such information may not be indicative of the Company’s financial condition or operating results for the periods reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act and readers are cautioned to refer to the Exchange Act filings. Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company’s operating performance that may not be realized and are subject to significant business, economic and competitive uncertainties and contingencies, including those described in this report, many of which are beyond the Company’s control. Consequently, such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company’s financial condition or operating results for future periods or the periods covered in the Company’s reports pursuant to the Exchange Act. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise the Operating Report.


UNITED STATES BANKRUPTCY COURT

 

SOUTHERN DISTRICT OF NEW YORK

___________________________________x

 

In re:

 

Chapter 11 Case No.

SPIEGEL, INC., et al.

 

03-11540 (CB)

   

(Jointly Administered)

 

MONTHLY OPERATING STATEMENT FOR

THE PERIOD FROM JANUARY 4, 2004 TO JANUARY 31, 2004

 

DEBTORS’ ADDRESS:

  

SPIEGEL, INC.

3500 LACEY ROAD

DOWNERS GROVE, IL 60515

    
    

DISBURSEMENTS MADE BY SPIEGEL, INC. AND ITS

    

DEBTOR SUBSIDIARIES (IN THOUSANDS):

   $125,896

DEBTORS’ ATTORNEYS:

  

SHEARMAN & STERLING

599 LEXINGTON AVE

NEW YORK, NY 10022

    

CONSOLIDATED OPERATING LOSS

    
    

(IN THOUSANDS):

   $12,091

REPORT PREPARER:

  

SPIEGEL, INC.

    

 

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

 

The undersigned, having reviewed the attached report declares under the penalty of perjury, that the information contained therein is true and correct as of the date of this report to the best of my knowledge, information and belief.

 

/s/ Jim Pekarek


Jim Pekarek

Vice President-Corporate Controller

 

Indicate if this is an amended statement by checking here

 

AMENDED STATEMENT                    


SPIEGEL, INC. AND SUBSIDIARIES

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

 

     PAGE

Financial Statements as of and for the Four Weeks Ended January 31, 2004:

    

Consolidated Balance Sheet

   1

Consolidated Statement of Operations

   2

Consolidated Statement of Cash Flows

   3

Notes to Consolidated Financial Statements

   4

Schedules:

    

Schedule 1: Consolidating Balance Sheet as of January 31, 2004

   8

Schedule 2: Total Disbursements by Filed Legal Entity for the Four Weeks Ended January 31, 2004

   9

Schedule 3: Additional Information

   10


Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Consolidated Balance Sheet

January 31, 2004

(unaudited)

($000s omitted, except share and per share amounts)

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

   $ 197,178  

Receivables, net

     57,398  

Inventories

     245,505  

Prepaid expenses

     56,999  

Refundable income taxes

     674  

Deferred income taxes

     1  

Net assets of discontinued operations

     (1,592 )

Assets Held for sale

     20,370  
    


Total current assets

     576,533  
    


Property and equipment, net

     195,058  

Intangible assets, net

     135,608  

Other assets

     29,576  
    


Total assets

   $ 936,775  
    


LIABILITIES and STOCKHOLDERS’ DEFICIT

        

Liabilities not subject to compromise

        

Current liabilities:

        

Accounts payable and accrued liabilities

   $ 253,055  

Current portion of long-term debt

     48,000  
    


Total current liabilities

     301,055  
    


Deferred lease obligation

     12,777  

Liabilities subject to compromise

     1,460,968  

Total liabilities

     1,774,800  
    


Stockholders’ deficit:

        

Class A non-voting common stock, $1.00 par value; authorized 16,000,000 shares; 14,945,144 shares issued and outstanding

     14,945  

Class B voting common stock, $1.00 par value; authorized 121,500,000 shares; 117,009,869 shares issued and outstanding

     117,010  

Additional paid-in capital

     329,489  

Accumulated other comprehensive loss

     (25,135 )

Accumulated deficit

     (1,274,334 )
    


Total stockholders’ deficit

     (838,025 )
    


Total liabilities and stockholders’ deficit

   $ 936,775  
    


 

See accompanying notes to consolidated financial statements.

 

1


Spiegel, Inc. and Debtor Subsidiaries

Debtors-in-Possession

Consolidated Statement of Operations

(unaudited)

($000s omitted)

 

     Four Weeks Ended
January 31, 2004


 

Net sales and other revenues:

        

Net sales

   $ 98,443  

Finance revenue

     —    

Other revenue

     10,776  
    


       109,219  

Cost of sales and operating expenses:

        

Cost of sales, including buying and occupancy expenses

     66,904  

Selling, general and administrative expenses

     51,622  
    


       118,526  

Estimated income of non-debtors

     (282 )

Operating income

     (9,589 )

Interest expense

     454  
    


Income from operations before reorganization items

     (10,043 )
    


Reorganization items, net

     2,048  
    


Income from operations before income taxes

     (12,091 )
    


Income tax benefit

     —    
    


Net income from operations

   $ (12,091 )
    


 

See accompanying notes to consolidated financial statements.

 

2


Spiegel, Inc. and Debtor Subsidiaries

Debtors-in-Possession

Consolidated Statement of Cash Flows

(unaudited)

($000s omitted)

 

     Four Weeks Ended
January 31, 2004


 

Cash flows from operating activities:

        

Net income

   $ (12,091 )

Adjustments to reconcile net income to net cash provided by operating activities:

        

Reorganization items, net

     2,048  

Depreciation and amortization

     2,851  

Change in assets and liabilities:

        

Decrease in receivables, net

     13,183  

Decrease in investments/advances to non-debtors

     224  

Decrease in inventories

     3,310  

Decrease in prepaid expenses

     33  

Decrease in accounts payable and other accrued liabilities

     (19,094 )

Increase (decrease) in deferred lease obligations

     (431 )

Increase in refundable income taxes

     (587 )
    


Net cash provided by operating activities

     (10,554 )
    


Net cash used for reorganization items

     (2,229 )
    


Cash flows from investing activities:

        

Net additions to property and equipment

     (4 )

Net increase to other assets

     168  
    


Net cash used in investing activities

     164  
    


Cash flows from financing activities:

        

Issuance of debt

     —    

Payment of debt

     —    

Contribution from minority interest of consolidated subsidiary

     —    
    


Net cash provided by financing activities

     —    
    


Net cash provided by discontinued operations

        
    


Effect of exchange rate changes on cash

     (328 )
    


Net change in cash and cash equivalents

     (12,947 )

Cash and cash equivalents at beginning of period

     210,522  
    


Cash and cash equivalents at end of period

   $ 197,575  
    


 

See accompanying notes to consolidated financial statements.

 

3


Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Notes to Consolidated Financial Statements

(unaudited)

($000s omitted, except per share amounts)

 

(1) Proceedings under Chapter 11 of the Bankruptcy Code

 

In February 2002, the Company determined, with the lending institutions under its $750 million revolving credit agreement, that a material adverse change had occurred due to the Company’s operating performance in the fourth quarter of 2001 and the estimated loss recorded on the expected sale of the bankcard segment. Accordingly, on February 18, 2002, the borrowing capacity on the credit facility was capped at $700 million, which represented the borrowings outstanding on that date. Additionally, for the reporting period ended December 28, 2002, the Company was in default of the financial covenants and other covenants on its other non-affiliate loan agreements.

 

In March 2003, First Consumers National Bank (“FCNB”) notified the trustees of its asset backed securitization transactions that a Pay Out Event had occurred on all six series of the Company’s asset backed securitizations. A principal source of liquidity for the Company had been its ability to securitize substantially all of the credit card receivables that it generated. The Company was unable to secure alternative sources of financing from its existing lenders or other third parties to provide adequate liquidity to fund the Company’s operations.

 

As a result, on March 17, 2003, Spiegel, Inc. and 19 of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The reorganization is being jointly administered under the caption “In re: Spiegel, Inc., et al. Case No. 03-11540 (CB).” Spiegel and these subsidiaries are currently operating their business and managing their properties and assets as debtors-in-possession under the Bankruptcy Code. During the bankruptcy process, the Company will continue to operate its business as an ongoing business, but may not engage in transactions outside the ordinary course of business without the approval of the bankruptcy court.

 

The following material subsidiaries were not included in the Chapter 11 case: FCNB, First Consumers Credit Corporation (FCCC), Financial Services Acceptance Corporation (FSAC), Spiegel Acceptance Corporation (SAC) and Spiegel Credit Corporation III.

 

On March 17, 2003, the bankruptcy court gave interim approval for $150 million of a $400 million senior secured debtor-in-possession financing facility (the “DIP Facility”) from Bank of America, N.A., Fleet Retail Finance, Inc. and The CIT Group/Business Credit, Inc. On April 30, 2003, the bankruptcy court granted final approval for the total amount, which was later reduced to $350 million. The DIP Facility will be used to supplement the Company’s existing cash flow during the reorganization process.

 

As of January 31, 2004 there were $0 borrowings outstanding under the DIP Facility. On January 31, 2004 funds available under the DIP Facility totaled $115.8 million. The Company had $0.6 million in trade letters of credit outstanding as of January 31, 2004.

 

As a result of the Chapter 11 filing, the realization of assets and satisfaction of liabilities, without substantial adjustments and/or changes in ownership, are subject to uncertainty. While operating as debtors-in-possession under the protection of Chapter 11 of the Bankruptcy Code and subject to approval of the bankruptcy court or otherwise as permitted in the ordinary course of business, the Debtors, or some of them, may sell or otherwise dispose of assets and liquidate or settle liabilities for some amounts other than those reflected in the consolidated financial statements. Further, a plan of reorganization could materially change the amounts and classifications in the historical consolidated financial statements.

 

4


The matters discussed above raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to a going concern, which contemplate, among other things, realization of assets and payment of liabilities in the normal course of business and in accordance with Statement of Position 90-7 (“SOP 90-7”), “Financial Reporting by Entities in Reorganization under the Bankruptcy Code.” Accordingly, all pre-petition liabilities subject to compromise have been segregated in the unaudited consolidated balance sheets and classified as liabilities subject to compromise, at the estimated amount of allowable claims. Liabilities not subject to compromise are separately classified as current and non-current. Revenues, expenses, realized gains and losses, and provisions for losses resulting from the reorganization are reported separately as reorganization items, net in the unaudited consolidated statements of operations. Cash used for reorganization items is disclosed separately in the unaudited consolidated statements of cash flows. The eventual outcome of the Chapter 11 case is not presently determinable. As a result, the consolidated financial statements do not give effect to any adjustments relating to the recoverability and classification of assets, the amount and classification of liabilities or the effects on existing stockholders’ deficit that may occur as a result of the bankruptcy case. The consolidated financial statements also do not give effect to any adjustments relating to the substantial doubt about the ability of the Company to continue as a going concern.

 

In July 2003, the Company received bankruptcy court approval to implement a Key Employee Retention Plan (“KERP”), which provides cash incentives to certain members of the management team and other employees. The KERP is intended to encourage employees to continue their employment with the Company through the reorganization process.

 

The Company’s ability to continue as a going concern will depend upon, among other things, the confirmation of a plan of reorganization, its compliance with the provisions of the DIP Facility and its ability to generate cash from operations and obtain financing sufficient to satisfy its future obligations. These challenges are in addition to the operational and competitive challenges the Company’s business faces. The Company cannot predict at this time the effect that the Chapter 11 case will have on its operations, particularly its net sales and its access to, and the cost of, goods sold.

 

(2) Basis of Presentation

 

The Statement of Operations and Statement of Cash Flows represent the results of the debtor entities. The SEC independent examiner’s report, filed by the Company with the SEC on September 12, 2003, questions the Company’s accounting policies and procedures regarding among other matters, revenue recognition, its securitization transactions, valuation of its retained interest in its securitization transactions, covenant defaults and internal controls over its credit underwriting process. The report also questions the timeliness and adequacy of the Company’s disclosures about its financial condition and operating results. The Company’s management is analyzing the findings of the independent examiner’s report. The Company will attempt to complete its analyses promptly. However, as a result of the independent examiner’s report and the Company’s filing for voluntary bankruptcy on March 17, 2003, the Company can neither provide any guidance as to the impact, if any, on the Company’s financial statements that may result from these analyses nor state with any certainty as to when the analyses will be completed.

 

The consolidated balance sheet includes the accounts of Spiegel, Inc. and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

 

The Company is in the process of liquidating its bankcard business and has reflected the bankcard business and all related credit operations as a discontinued operation. FCNB submitted a liquidation plan to the OCC and has begun its formal liquidation. In addition, in March 2003 the Company also discontinued charging privileges on all of its private-label credit cards. FCNB, in addition to its own bankcard operations, has issued substantially all of the Company’s private label credit cards and stopped all receivable servicing efforts on June 30, 2003.

 

The merchant companies have issued a limited number of private-label credit cards directly rather than through FCNB, which were serviced by FCNB. As a result of the impending liquidation of FCNB, the

 

5


Company has determined to cease issuing new private-label credit cards internally and has stopped honoring existing cards at its merchant companies. In June 2003, the Company sold these merchant issued credit card receivables, which had a balance of approximately $5 million, for approximately $4 million to First National Bank of Omaha. On April 28, 2003, the Company announced that it had entered into a ten - year agreement with Alliance Data Systems (“Alliance Data”), the terms of which were subsequently approved by the bankruptcy court, to establish a new private-label credit card program for its merchant companies. Services provided by Alliance Data under this agreement include establishing credit criteria for customer acquisition, issuing and activating new cards, extending credit to new cardholders, authorizing purchases made with the new cards, customer care and billing and remittance services. The new Alliance Data credit card program is separate from and has no relation to the Company’s existing or prior credit card programs. Alliance Data began issuing cards under this program in May 2003.

 

The Company is charged a customary fee on all credit transactions with Alliance Data. In addition, payments to the Company for customer purchases made with their Alliance Data-issued cards are subject to a 20% “holdback”. The holdback currently equals 20% of the principal portion of the receivable balance for merchant accounts financed by Alliance Data at each month end. Alliance Data may draw against the holdback for reimbursement of a portion of its operating expenses and principal balance write-offs in connection with customers’ failure to pay their credit card accounts under certain circumstances, including cessation of the Company’s business or termination of the agreement or its funding arrangement. After the first anniversary date of the Alliance Data agreement, the agreement also contains certain restrictions limiting the Company’s ability to make significant changes to its operations. Upon the Company’s emergence from Chapter 11, the holdback will be reduced to 10%, and thereafter would be eliminated if the Company satisfies certain financial criteria. The Company has recorded the holdback, which approximates $14.8 million as of January 31, 2004, as a receivable in the consolidated balance sheet. As of January 31, 2004, a reserve was not recorded against this receivable as the Company believes that the balance is collectible based upon the likelihood that the Company will emerge from Chapter 11 and that certain financial criteria will be achieved in future periods. The Company will assess the collectability of the receivable balance each period based upon the collection rates on the credit cards and the likelihood that the Company will emerge from Chapter 11 and will be able to meet the financial criteria contained in the agreement. In the event the agreement is terminated under certain circumstances, the Company is required to purchase a substantial portion of the unpaid and outstanding accounts including outstanding finance charges and fees.

 

6


(3) Liabilities Subject to Compromise

 

Under Chapter 11 of the U.S. Bankruptcy Code, certain claims against the Company in existence prior to the filing of petitions for reorganization are stayed while the Company operates as debtors-in-possession. These pre-petition liabilities are expected to be settled as part of the plan of reorganization and are classified in the January 31, 2004 balance sheet as “Liabilities subject to compromise.”

 

Liabilities subject to compromise consist of the following:

 

     January 31,
2004


Debt

   $ 1,252,857

Trade payables

     137,546

Salaries, wages and employee benefits

     273

Other liabilities

     70,293
    

Total liabilities subject to compromise

   $ 1,460,969
    

 

Liabilities subject to compromise represent estimates that will change in future periods as a result of reorganization activity and other events that come to management’s attention requiring modification to the above estimates. Adjustments may result from negotiations, actions of the bankruptcy court, rejection of executory contracts and unexpired leases, the determination as to the value of any collateral securing claims, proofs of claim or other events. It is anticipated that such adjustments, if any, would be material. Payment terms for these amounts will be established in connection with the bankruptcy case.

 

(4) Reorganization Items, net:

 

The net expense resulting from the Company’s Chapter 11 filings and subsequent reorganization efforts have been segregated from expenses related to ongoing operations in the consolidated Statement of Operations and includes the following for the four weeks ended January 31, 2004:

 

Professional fees

     1,594  

Interest income

     (147 )

Other

     601  
    


     $ 2,048  
    


 

7


Schedule 1

 

Spiegel, Inc. and Subsidiaries

Debtors-in-Possession

Consolidating Balance Sheet

January 31, 2004

(unaudited)

($000s omitted, except share and per share amounts)

 

     Debtors

    Non-Debtors

    Eliminations
& Adjustments


    Consolidated

 

ASSETS

                                

Current assets:

                                

Cash and cash equivalents

   $ 197,575     $ 50,360     $ (50,757 )   $ 197,178  

Receivables, net

     57,399       228       (228 )     57,398  

Inventories

     245,504       —         —         245,505  

Prepaid expenses

     56,999       1       (1 )     56,999  

Refundable income taxes

     674       —         —         674  

Deferred income taxes

     1       0       0       1  

Net assets of discontinued operations

     (21,810 )             20,219       (1,592 )

Assets Held for sale

   $ 20,370                       20,370  
    


 


 


 


Total current assets

     556,712       50,589       (30,767 )     576,533  
    


 


 


 


Investments in and advances to/from affiliates, net

     24,184       (628,138 )     603,954       —    

Property and equipment, net

     195,058       —         —         195,058  

Intangible assets, net

     135,608       —         —         135,608  

Other assets

     23,075       25,813       (19,312 )     29,576  
    


 


 


 


Total assets

   $ 934,637     $ (551,736 )   $ 553,875     $ 936,775  
    


 


 


 


LIABILITIES and STOCKHOLDERS’ DEFICIT

                                

Liabilities not subject to compromise

                                

Current liabilities:

                                

Accounts payable and accrued liabilities

   $ 249,462     $ 52,118     $ (48,524 )   $ 253,055  

Current portion of long-term debt

     48,000       —         —         48,000  
    


 


 


 


Total current liabilities

     297,462       52,118       (48,524 )     301,055  
    


 


 


 


Long-term debt, excluding current portion

     —         100       (100 )     —    

Deferred lease obligation

     12,777       0       0       12,777  
    


 


 


 


Total liabilities not subject to compromise

     310,239       52,218       (48,624 )     313,832  
    


 


 


 


Liabilities subject to compromise

     1,462,423       —         (1,455 )     1,460,968  

Total liabilities

     1,772,662       52,218       (50,079 )     1,774,800  
    


 


 


 


Stockholders’ deficit:

                                

Class A non-voting common stock, $1.00 par value; authorized 16,000,000 shares; 14,945,144 shares issued and outstanding

     14,945       —         —         14,945  

Class B voting common stock, $1.00 par value; authorized 121,500,000 shares; 117,009,869 shares issued and outstanding

     117,010       26,247       (26,247 )     117,010  

Additional paid-in capital

     329,489       255,093       (255,093 )     329,489  

Accumulated other comprehensive loss

     (25,135 )     —         —         (25,135 )

Accumulated deficit

     (1,274,334 )     (885,294 )     885,294       (1,274,334 )
    


 


 


 


Total stockholders’ deficit

     (838,025 )     (603,954 )     603,954       (838,025 )
    


 


 


 


Total liabilities and stockholders’ deficit

   $ 934,637     $ (551,736 )   $ 553,875     $ 936,775  
    


 


 


 


 

8


Schedule 2

 

Spiegel, Inc. and Debtor Subsidiaries

Cash Disbursements

For the Period from January 4, 2004 to January 31, 2004

Unaudited

($000s omitted)

 

     Spiegel
Catalog


    Newport
News


    Spiegel
Marketing Corp.


   Spiegel Group
Teleservices U.S.


    Spiegel Group
Teleservices Canada


    Eddie
Bauer


    Eddie
Bauer
Canada


    DFS

    Spiegel Mgmt.

    Spiegel, Inc.

    Gemini
Credit Services


   Total

 

Disbursements

                                                                      

Accounts Payable

   (5,589 )   (279 )        (77 )   (360 )   (11,158 )   (116 )   (3,034 )   (4,413 )              (25,025 )

Merchandise Payments

   (3,726 )   (9,416 )                    (5,639 )   (248 )                          (19,028 )

Otto Payments

   (389 )   (2,132 )                    (17,247 )   (1,000 )                          (20,769 )

Payroll

   (796 )   (1,560 )        (2,511 )         (11,472 )         (1,462 )         (3,004 )        (20,806 )

Taxes

   —                              (7,119 )   (2,140 )                          (9,259 )

Transportation

   (688 )   (790 )                    (1,018 )   (133 )                          (2,629 )

Postage

   (3,208 )   (2,547 )                    (1,969 )         (1,659 )                    (9,383 )

US Customs

   (500 )   (1,000 )                    (2,685 )   (366 )                          (4,551 )

Rent

   (221 )              (53 )               (1,136 )                          (1,410 )

Group Insurance

                                                        (2,216 )        (2,216 )

Other

   (2,406 )   (2,991 )        (239 )                                 (5,184 )        (10,820 )

Debt Interest and Fees

                                                                   —    
    

 

 
  

 

 

 

 

 

 

 
  

     (17,522 )   (20,715 )   —      (2,880 )   (360 )   (58,307 )   (5,139 )   (6,155 )   (4,413 )   (10,404 )   —      (125,896 )

 

9


Schedule 3

 

Spiegel, Inc. and Debtor Subsidiaries

Additional Information

For the Period from January 4, 2004 to January 31, 2004

(unaudited)

($000s omitted)

 

Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld

 

All wages and salaries paid (GROSS) or incurred:

        $ 18,756

The amount of payroll taxes withheld:

           
     Federal (FIT, FICA, FUTA)    $ 3,792
     State (SIT, SUI)      869
     Local Taxes      77
     State Disability (SDI/UC)      12

The amount of employer payroll tax contributions incurred:

           
     FICA    $ 1,362

Gross taxable sales

        $ 98,443

Sales tax collected

          11,354

Property taxes

          348

Any other taxes

          829

 

Date and amount paid over to each taxing agency for taxes:

 

Date

  Federal

  State

  Local

  State Disability

01/05/2004   $ 1,639   $ 144   $ 25   $ 5
01/06/2004           23     8      
01/07/2004           32            
01/08/2004           2     7      
01/13/2004                 0      
01/14/2004     336           24      
01/15/2004     1     47     1      
01/16/2004     1,132     7     12      
01/20/2004     201     129     10     4
01/21/2004           31            
01/22/2004           179     2      
01/23/2004           40            
01/30/2004     365     3            

 

10

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