-----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, G+/LFNN1aQ+VTT42kR+JYYfBP4uBPuAHuqKmRsC2XzD+0G1K14xnKmyBQIj4puqq Uz+9UVZbElm554XNvnxHKw== 0000890566-98-001758.txt : 19981106 0000890566-98-001758.hdr.sgml : 19981106 ACCESSION NUMBER: 0000890566-98-001758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAGE STORES INC CENTRAL INDEX KEY: 0000006885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 760407711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14035 FILM NUMBER: 98738519 BUSINESS ADDRESS: STREET 1: 10201 MAIN ST CITY: HOUSTON STATE: TX ZIP: 77025 BUSINESS PHONE: 7138384244 MAIL ADDRESS: STREET 1: 10201 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77025 FORMER COMPANY: FORMER CONFORMED NAME: APPAREL RETAILERS INC DATE OF NAME CHANGE: 19930908 8-K 1 ================================================================================ FORM 8-K 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 NOVEMBER 5, 1998 (Date of Report, date of earliest event reported) STAGE STORES, INC. (Exact name of registrant as specified in its charter) Commission file number 001-14035 DELAWARE (State or other jurisdiction of 76-0407711 incorporation or organization) (I.R.S. Employer Identifications No.) 10201 MAIN STREET, HOUSTON, TEXAS (Address of principal executive 77025 offices) (Zip Code) (713) 667-5601 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS. A press release regarding the Company's board adopting a rights plan and certain other matters was issued by the Company on November 3, 1998 and is attached hereto as Exhibit 99.1. A press release regarding the Company's third quarter 1998 sales results and certain other matters was issued by the Company on November 5, 1998 and is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press release dated November 3, 1998 issued by the Company. 99.2 Press release dated November 5, 1998 issued by the Company. 2 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. STAGE STORES, INC. NOVEMBER 5, 1998 /s/ JAMES A. MARCUM (Date) James A. Marcum Vice Chairman and Chief Financial Officer 3 EX-99.1 2 EXHIBIT 99.1 NEWS RELEASE CONTACT: Bob Aronson Director of Investor Relations (800) 579-2302 FOR IMMEDIATE RELEASE STAGE STORES, INC. BOARD ADOPTS RIGHTS PLAN ------------------------------ HOUSTON, TX, November 3, 1998 -- Stage Stores, Inc. (NYSE: SGE) announced today that its Board of Directors has adopted a Stockholder Rights Plan designed to protect Company stockholders in the event of takeover activity that would deny them the full value of their investment. Terms of the Plan provide for a dividend distribution of one right for each share of Common Stock of the Company to holders of record at the close of business on November 13, 1998. The rights will become exercisable only in the event, with certain exceptions, a person or group of affiliated or associated persons accumulates 15 percent or more of the Company's voting stock, or if a person or group announces an offer to acquire 15 percent or more. The rights will expire on November 10, 2008. Each right will entitle the holder to buy one one-hundred thousandth of a share of a new series of preferred stock at a price of $60. In addition, upon the occurrence of certain events, holders of the rights would be entitled to purchase either Company stock or shares in an "acquiring entity" at half of market value. Further, at any time after a person or group acquires 15 percent or more (but less than 50 percent) of the Company's outstanding voting stock, the Board of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person or group, which would become void) for shares of the Company's common stock on a one-for-one basis. The Company generally will be entitled to redeem the rights at $0.01 per right at any time until the tenth day following the acquisition of a 15 percent position in its voting stock. Commenting on the Rights Plan, Carl Tooker, Chairman, President and Chief Executive Officer, said " The Board of Directors is not aware of any effort, hostile or otherwise, to acquire control of the Company. The Board believes that the Rights Plan represents a sound and reasonable means of safeguarding the interests of stockholders. The Rights Plan seeks to ensure that stockholders realize the long-term value of their investment. "The Rights Plan is not intended to prevent a takeover of the Company on terms beneficial to its stockholders and, in fact, will not do so. However, it should deter an attempt to acquire the Company in a manner or on terms that the Board determines not to be in the best interests of its stockholders. The Rights Plan should encourage anyone seeking to acquire the Company to treat all stockholders equally and to negotiate with the Board prior to a takeover attempt." Stage Stores, Inc. brings nationally recognized brand name family apparel, accessories, cosmetics and footwear for the entire family to small towns and communities throughout the central United States. The company operated 671 stores in 33 states at the end of the third quarter, primarily under the Stage, Bealls and Palais Royal trade names. Any statements in this press release that may be considered forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are discussed in periodic reports filed by the Company with the Securities and Exchange Commission that the Company urges investors to consider. # # # EX-99.2 3 EXHIBIT 99.2 NEWS RELEASE CONTACT: Bob Aronson Director of Investor Relations (800) 579-2302 FOR IMMEDIATE RELEASE STAGE STORES, INC. REPORTS THIRD QUARTER 1998 SALES ------------------------------ HOUSTON, TX, November 5, 1998 -- Stage Stores, Inc. (NYSE: SGE) today reported sales for the third quarter ended October 31, 1998 of $271.6 million. This year's total sales for the third quarter are not comparable to sales reported for the third quarter of 1997 of $274.3 million, as last year's sales included the liquidation sales and related heightened grand opening volumes associated with the C.R. Anthony store conversions. Comparable store sales for the thirteen-week period decreased 2.1%. Sales for the nine months ended October 31, 1998 increased 16.0% to $816.2 million versus $703.9 million last year. Comparable store sales for the nine-month period decreased 1.3%. Carl E. Tooker, Chairman, President and Chief Executive Officer, stated, "We are disappointed with the sales results for the third quarter. We believe weather to be the critical variable affecting sales in our markets as opposed to shifts in economic factors. Unseasonably warm and adverse weather conditions affected the majority of our markets throughout the latter half of the quarter, negatively impacting customer traffic and sales of the cold weather categories of our business." Mr. Tooker, continued, "The results for the last seven weeks more than offset the promotionally driven positive performance reported for the first six weeks of the quarter. With sales and gross margins being below plan for the quarter, we currently anticipate that diluted earnings per share for the quarter will reflect a loss in the range of $0.08 to $0.11 per share. We will release our third quarter earnings and hold our regularly scheduled conference call on November 19, 1998." Mr. Tooker, concluded, "With respect to our merchandise inventories, we continue to manage our receipt flows aggressively in order to maintain appropriate inventory levels for the fall. We are well positioned to take advantage of the upcoming Christmas selling season." During the third quarter the Company opened 43 stores and closed 2 stores, expanding its national presence by entering five additional states. Stage Stores, Inc. brings nationally recognized brand name family apparel, accessories, cosmetics and footwear for the entire family to small towns and communities throughout the central United States. The company operated 671 stores in 33 states at the end of the third quarter, primarily under the Stage, Bealls and Palais Royal trade names. Any statements in this press release that may be considered forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are discussed in periodic reports filed by the Company with the Securities and Exchange Commission that the Company urges investors to consider. # # # -----END PRIVACY-ENHANCED MESSAGE-----