-----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, TYANrjq1JIQKRDm+Rvy9Dt146dXyzZAjLj199Ilwex1pYWc2AqxhsGmwdjFftDul nvYS/jE0UEnMzrfNJUyylA== 0001368775-08-000027.txt : 20081205 0001368775-08-000027.hdr.sgml : 20081205 20081205170843 ACCESSION NUMBER: 0001368775-08-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080626 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON COAT FACTORY WAREHOUSE CORP CENTRAL INDEX KEY: 0000718916 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 221970303 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08739 FILM NUMBER: 081233645 BUSINESS ADDRESS: STREET 1: 1830 RTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093877800 MAIL ADDRESS: STREET 1: 1830 ROUTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Burlington Coat Factory Investments Holdings, Inc. CENTRAL INDEX KEY: 0001368775 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 204663833 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137916-110 FILM NUMBER: 081233644 BUSINESS ADDRESS: STREET 1: C/O BURLINGTON COAT FACTORY STREET 2: 1830 ROUTE 130 N. CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: (609) 387-7800 MAIL ADDRESS: STREET 1: C/O BURLINGTON COAT FACTORY STREET 2: 1830 ROUTE 130 N. CITY: BURLINGTON STATE: NJ ZIP: 08016 FORMER COMPANY: FORMER CONFORMED NAME: Burlington Coat Factory Investment Holdings, Inc. DATE OF NAME CHANGE: 20060713 FORMER COMPANY: FORMER CONFORMED NAME: Burlington Coat Factory Investment Holdings Inc. DATE OF NAME CHANGE: 20060712 8-K 1 fomr8k.htm FORM 8K 12-5-08 fomr8k.htm



   

 
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
FORM 8-K
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of report (Date of earliest event reported): December 2, 2008
 
 
Burlington Coat Factory Investments Holdings, Inc.
 
(Exact Name of Registrant As Specified In Charter)
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
333-137917
(Commission File Number)
 
20-4663833
(IRS Employer Identification No.)
 
1830 Route 130 North
Burlington, New Jersey 08016
 
(Address of Principal Executive Offices, including Zip Code)
 
(609) 387-7800
(Registrant’s telephone number, including area code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 

 




TABLE OF CONTENTS

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;  Compensatory Arrangements of Certain Officers
   
Item 9.01
Financial Statements and Exhibits


 

 
SIGNATURE
 




 
2

 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;  Compensatory Arrangements of Certain Officers
 
On December 2, 2008, Burlington Coat Factory Holdings, Inc. (“Parent”) and Burlington Coat Factory Warehouse Corporation (“Company”), an indirect wholly-owned subsidiary of Parent, entered into an agreement to employ Thomas A. Kingsbury as President and Chief Executive Officer of Parent and the Company commencing on December 2, 2008 (the “Agreement”).   Most recently, Mr. Kingsbury, age 56, served as Senior Executive Vice President—Information Services, E-Commerce, Marketing and Business Development of Kohl’s Corporation from August 2006 to December 2008.   Prior to joining Kohl’s, Mr. Kingsbury served in various management positions with The May Department Stores Company commencing in 1976 and as President and Chief Executive Officer of the Filene’s division since February 2000.  Mr. Kingsbury has 32 years of experience in the retail industry.  There are no transactions in which Mr. Kingsbury has an interest requiring disclosure under Item 404(a) of Regulation S-K or any family relationships requiring disclosure under Item 401(d) of Regulation S-K.
 
Mr. Kingsbury’s employment is governed by the Agreement, which provides for a continuous term of employment terminating (i) immediately upon Mr. Kingsbury’s resignation, death or disability, or (ii) by resolution of the Company’s board of directors (the “Board”), with or without cause at any time.  During Mr. Kingsbury’s term of employment, he shall also serve as a member of the Board and as a member of Parent’s board of directors (the “Parent Board”), neither of which has yet appointed Mr. Kingsbury to any committee thereof.  The Agreement provides for a minimum annual base salary of $850,000.  The Agreement also provides that Mr. Kingsbury is eligible to participate in the Company’s Senior Management Bonus Plan.  Any bonus earned by Mr. Kingsbury for the portion of the fiscal year ending on May 30, 2009 will be pro rated based on the number of days worked by Mr. Kingsbury for the Company in such fiscal year.

Mr. Kingsbury is also eligible to participate in the Company's medical benefit and retirement plans, and is subject to the Company's policies with respect to business expense reimbursement, on the same basis as other senior executives.  Additionally, Mr. Kingsbury shall be provided with the use of an automobile which has an original purchase price not in excess of $50,000.  Pursuant to the Agreement, Mr. Kingsbury will receive a one-time payment of $300,000 from the Company within thirty days of the commencement of his employment as reimbursement for certain expenses he may incur in connection with the relocation of his home and will additionally receive temporary housing expenses not to exceed $3,000 per month for no more than six months from the commencement of employment (the “Housing Allowance”).  If Mr. Kingsbury’s employment is terminated either voluntarily (other than for good reason or due to his disability, each as defined in the Agreement) or for cause (as defined in the Agreement) within 18 months of the date of commencement of his employment, he must immediately repay to the Company the after-tax amount of the $300,000 one-time relocation payment and the pre-tax amount of the Housing Allowance and tax gross-up paid on his behalf by the Company or reimbursed to him by the Company pursuant to the Agreement.

Additionally, Mr. Kingsbury will receive options to purchase units of the securities of Parent upon commencement of employment.  Mr. Kingsbury will also receive an award of restricted stock upon commencement of employment.

Item 9.01                      Financial Statements and Exhibits

 (d)

Exhibit No.          Description

99.1                      Press Release of Burlington Coat Factory Warehouse Corporation dated December 5, 2008


 
3

 



SIGNATURE
 
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 hereunto duly authorized.
 
 
 
 
BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.
 
 
/s/    Paul C. Tang
 
Paul C. Tang
Executive Vice President
 
 
Date: December 5, 2008
 







 
4

 

EXHIBIT INDEX
 
Exhibit No.          Description

99.1                      Press Release of Burlington Coat Factory Warehouse Corporation dated December 5, 2008

 
5

 

EX-99.1 2 exhibit99-1.htm PRESS RELEASE exhibit99-1.htm
EXHIBIT 99.1

KINGSBURY NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER OF BURLINGTON COAT FACTORY

Former Kohl’s and May Company Executive Brings Strong Merchandising Experience

BURLINGTON, NEW JERSEY - December 5, 2008 - Burlington Coat Factory, a nationally recognized retailer of high-quality, branded apparel at every day low prices, today announced the appointment of Thomas A. Kingsbury to President and Chief Executive Officer of the Company.  Kingsbury most recently served as Senior Executive Vice President at Kohl's Department Stores (NYSE: KSS) where he had responsibility for overseeing marketing, business development, e-commerce and information technology.

Kingsbury, age 56, brings to Burlington Coat Factory a 30-plus year distinguished career as an apparel retailer and as an accomplished leader of large organizations.  Prior to Kohl’s, Kingsbury rose through the ranks in several divisions of the former May Department Stores Company, ultimately serving for seven years as President and CEO of Filene's/Kaufmann's, May’s largest division.

Earlier this year, Mark Nesci announced his intention to retire after a 37-year career at Burlington Coat Factory, the last two and a half years as CEO.  Since the announcement, Nesci played an active role in the search for his successor while continuing to operate the business.  Now that Kingsbury has been identified, Nesci will focus his efforts on supporting a successful transition.  After the completion of Kingsbury’s transition, Nesci will continue his involvement with Burlington Coat Factory as a senior advisor to the Board of Directors and will remain an equity investor in the Company.

“I admire Tom’s leadership in apparel retail.  Similarly, both Tom and I have learned the retail apparel business from the inside - from entry-level positions working at various levels ultimately to the Chief Executive Office.   This similarity in our backgrounds gives me confidence that Tom will be a great fit for BCF,” said Nesci.  “He is a strong believer in the off-price business model, and he is truly energized by the opportunities he sees for our Company.”

“I am honored to be selected as the next leader of Burlington Coat Factory. I am also extremely excited to capitalize on my broad merchandising and store operations experience to help the Company seize the many opportunities that lie ahead,” said Kingsbury.  “I look forward to working alongside Burlington Coat Factory’s employees, management team and our vendor partners to create a great shopping experience, to deliver exceptional value to our customers, and to position the Company for long term success.”

Kingsbury earned his BBA degree from the University of Wisconsin-Madison.

About Burlington Coat Factory
Burlington Coat Factory, the retail authority on coats, offers a broad selection of branded quality merchandise at everyday low prices across many product categories including ladies’ sportswear, menswear, family footwear, children’s clothing, baby furniture and accessories, home décor and gifts, along with the largest selection of coats for the entire family in the nation.  The updated Burlington Coat Factory, founded in 1972, has expanded from a single store selling coats to a multi-department retail chain with 427 stores in 44 states and Puerto Rico, predominantly under the “Burlington Coat Factory.”  For more information about Burlington Coat Factory, visit our website at www.burlingtoncoatfactory.com.

Contact:
Alex Stanton
Stanton Crenshaw Communications
(212) 780-0701
alex@stantoncrenshaw.com


 
 

 

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