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): July 26, 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 5. Other Events

On July 26, 2004, the Registrant issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. Also attached and incorporated herein by reference is the Securities and Exchange Commission Order that was entered on July 23, 2004.

Item 7. Exhibits.

(c) Exhibits

Exhibit 99.1	Press release dated July 26, 2004
Exhibit 99.2	Securities and Exchange Commission Order dated July 23, 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: July 27, 2004	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 July 26, 2004
99.2	Securities and Exchange Commission Order dated July 23, 2004

EX-99.1

FOR IMMEDIATE RELEASE
CONTACT:	Debbie Koopman
	(630) 769-2596
	Debbie_Koopman@spgl.com

Spiegel, Inc. Enters Into Order with the SEC

Pursuant to an Offer of Settlement

DOWNERS GROVE, Ill. – July 26, 2004 – The Spiegel Group (Spiegel, Inc.) today announced that on July 23, 2004, the Securities and Exchange Commission (the “Commission”) entered an order, pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended, that immediately revokes the registration of the Class A common shares (the “Shares”) of Spiegel, Inc. (the “Company”). The Commission entered this order pursuant to an Offer of Settlement submitted by Spiegel, Inc. in connection with the pending investigation of the Company by the Commission.

As a result of the entry of the order, no member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of the Shares.

As a result of the Commission’s order, the Company is no longer required to and does not anticipate making filings of annual, quarterly or other reports pursuant to Section 13(a) of the Exchange Act. Information about the Company will be available through the “Reorganization Information” section of its Web site at http://www.thespiegelgroup.com.

A copy of the order is available on the Commission’s Web site at www.sec.gov.

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 credit card operations; 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-99.2

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 50073 / July 23, 2004

Admin. Proc. File No. 3-11557

In the Matter of Spiegel, Inc., Respondents. : : : : : : : : : ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS, AND REVOKING REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission (“Commission”) deems it necessary and appropriate for the protection of investors that proceedings be, and hereby, are instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”) against Spiegel, Inc. (“Spiegel”).

II.

In anticipation of the institution of these proceedings, Spiegel has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these proceedings, Spiegel consents to the entry of this Order Instituting Proceedings, Making Findings, and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Order”), as set forth below.

III.

On the basis of this Order and Spiegel’s Offer, the Commission finds¹ that:

A. Spiegel is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and has been registered since 1987;

B. Spiegel is a Delaware corporation headquartered in Downer’s Grove, Illinois.

C. Spiegel was founded in 1865. Until June 2002 the company’s stock traded on the NASDAQ. On June 3, 2002 the company was delisted from NASDAQ and now trades in the pink sheets.

D. Since April of 2002, Spiegel has failed to comply with its reporting requirements under Section 13 of the Exchange Act;

E. On March 7, 2003, the Commission filed a civil injunctive action against Spiegel for violations of the antifraud and reporting provisions of the federal securities laws. Specifically, the complaint alleged that Spiegel intentionally withheld from the public for over one year the fact that its auditor, KPMG, issued the company a “going concern” notice due to the company’s deteriorating financial condition. Spiegel partially settled the matter by consenting to the entry of a permanent injunction prohibiting Spiegel from future violations of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 13a-1 and 13a-13 thereunder;

F. Since the filing of the civil injunctive action Spiegel has made attempts to come into compliance with its reporting obligations. However, Spiegel has failed to come into compliance with its reporting obligations; and

G. On March 17, 2003, Spiegel filed for bankruptcy.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors to impose the sanction specified in Spiegel’s Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that registration of each class of Spiegel’s securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked.

For the Commission, by its Secretary, pursuant to delegated authority.

/s/ Jonathan G. Katz

Secretary

Endnotes

¹ The findings herein are made pursuant to Spiegel’s Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.