-----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, R738ZDrzn6Y+EinO1G6jirtTgSELhnUYvLaBRGyRQ3Rss+YerGhixDs9d4EApUtB bjfpsl8gl03moQq/p0ULbA== 0000930413-06-006994.txt : 20060928 0000930413-06-006994.hdr.sgml : 20060928 20060928164152 ACCESSION NUMBER: 0000930413-06-006994 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060828 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060928 DATE AS OF CHANGE: 20060928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08546 FILM NUMBER: 061114423 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 8-K 1 c44444_8k.txt 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) August 28, 2006 (August 28, 2006) -------------------------------------- SYMS CORP - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New Jersey - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8546 22-2465228 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) Syms Way, Secaucus, New Jersey 07094 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 902-9600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) (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 (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) ITEM 8.01 OTHER EVENTS. Section 303A of the New York Stock Exchange ("NYSE") Listed Company Manual requires NYSE-listed companies to disclose in their annual proxy statements the non-management director who is chosen to preside at all regularly-scheduled executive sessions of the non-management members of the board of directors or, alternatively, the procedure by which a presiding director is chosen for each session. Syms Corp (the "Company") reported in its annual proxy statement filed June 2, 2006 that its non-management directors meet in executive sessions routinely and regularly, however, the Company inadvertently omitted the name of the non-management director who presides at such meetings. The presiding director for each non-management executive session is Harvey Weinberg, chairman of the company's audit committee. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYMS CORP By: /s/ Antone F. Moreira --------------------- Name: Antone F. Moreira Title: Vice President, Chief Financial Officer Date: August 28, 2006 EX-99.1 2 c44444_ex99-1.txt ANTONE F. MOREIRA ----------------- Vice President, Treasurer And Chief Financial Officer (201) 902-9600 SYMS CORP REPORTS RESULTS FOR THE SECOND QUARTER SECAUCUS, NEW JERSEY, SEPTEMBER 28, 2006 - Syms Corp (NYSE:SYM), a leading off-price retailer, announced results today for its second quarter ended August 26, 2006. For the second quarter ended August 26, 2006, the Company had a net loss of $1.4 million ($0.09 per share) as compared to a net loss of $1.2 million ($0.08 per share) for the 13-week period ended August 27, 2005. For the 26-week period ended August 26, 2006, the net profit was $4.4 million ($0.30 per share) as compared to a net loss of $.1 million ($0.01 per share) for the comparable period last year. In the first quarter ended May 27, 2006, the Company recorded a pre-tax gain on the sale of real estate amounting to approximately $10,424,000. This resulted from the sale of its stores located in Dallas, Texas and Rochester, New York. The Dallas store has been replaced by a leased property located in Plano, Texas. For the second quarter ended August 26, 2006 same store sales increased 3.2% compared to the same period last year. For the 26-week period ended August 26, 2006, same store sales increased .5% compared to the same period last year. Net sales for the second quarter ended August 26, 2006 increased 2.0% to $62.7 million, compared to $61.5 million for the same period last year. Net sales for the 26-week period ended August 26, 2006 were $128.9 million, the same as the period last year. The Company announced today that it has agreed to purchase the Westchester property from Sy Syms. The price is based upon independent appraisals and was authorized by the Board of Directors. The Company will fund the purchase using cash on hand. Syms Corp currently operates a chain of thirty six "off-price" apparel stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer and brand-name labels. - ----------------------------------------------------------------------- CERTAIN INFORMATION IN THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) AND INFORMATION RELATING TO THE COMPANY THAT ARE BASED ON THE BELIEFS OF THE MANAGEMENT OF THE COMPANY, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO THE MANAGEMENT OF THE COMPANY. WHEN USED IN THIS PRESS RELEASE, THE WORDS "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT", "INTEND", "PLAN" AND SIMILAR EXPRESSIONS AS THEY RELATE TO THE COMPANY, IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE CURRENT VIEWS OF THE COMPANY WITH RESPECT TO FUTURE EVENTS, THE OUTCOME OF WHICH IS SUBJECT TO CERTAIN RISKS, INCLUDING, AMONG OTHERS, GENERAL ECONOMIC AND MARKET CONDITIONS, DECREASED CONSUMER DEMAND FOR THE COMPANY'S PRODUCT, POSSIBLE DISRUPTIONS IN THE COMPANY'S COMPUTER OR TELEPHONE SYSTEMS, POSSIBLE WORK STOPPAGES, OR INCREASE IN LABOR COSTS, EFFECTS OF COMPETITION, POSSIBLE DISRUPTIONS OR DELAYS IN THE OPENING OF NEW STORES OR INABILITY TO OBTAIN SUITABLE SITES FOR NEW STORES, HIGHER THAN ANTICIPATED STORE CLOSINGS OR RELOCATION COSTS, HIGHER INTEREST RATES, UNANTICIPATED INCREASES IN MERCHANDISE OR OCCUPANCY COSTS AND OTHER FACTORS WHICH MAY BE OUTSIDE THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS OR OUTCOMES MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED. SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS IN THIS PARAGRAPH. (FINANCIAL TABLES TO FOLLOW) SYMS CORP UNAUDITED BALANCE SHEETS (IN THOUSANDS) AUGUST 26, AUGUST 27, 2006 2005 ---- ---- ASSETS: - ------- Current Assets Cash $ 37,543 $ 16,345 Receivables 2,323 4,113 Merchandise Inventory 68,846 76,239 Other Current Assets 9,884 18,186 -------- -------- Total Current Assets 118,596 114,883 Property & Equipment - Net 105,784 106,636 Other Assets 24,594 23,954 -------- -------- Total Assets $248,974 $245,473 ======== ======== Liabilities & Shareholder's Equity: - ----------------------------------- Accounts Payable $ 30,150 $ 26,537 Accrued Expenses 7,147 6,523 Other Current Liabilities 4,859 3,350 -------- -------- Total Current Liabilities 42,156 36,410 Other Long Term Liability 1,740 1,563 Shareholders' Equity 205,078 207,500 -------- -------- Total Liabilities & Capital $248,974 $245,473 ======== ======== SYMS CORP UNAUDITED STATEMENT OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Thirteen Thirteen Twenty Six Twenty Six Weeks Weeks Weeks Weeks Ended Ended Ended Ended 8/26/2006 8/27/2005 8/26/2006 8/27/2005 --------- --------- --------- --------- Net Sales $ 62,683 $ 61,457 $ 128,876 $ 128,889 Gross Margin 23,185 23,985 50,896 52,827 Operating Expenses 26,208 26,143 54,621 53,509 Gain on Sale of Real Estate 0 0 (10,424) 0 Net Profit (Loss) After Taxes $ (1,373) $ (1,203) $ 4,365 $ (148) ========= ========= ========= ========= Net Profit (Loss) Per Share - Basic $ (0.09) $ (0.08) $ 0.30 $ (0.01) ========= ========= ========= ========= Weighted Average Shares Outstanding - Basic 14,495 14,961 14,710 14,990 ========= ========= ========= =========
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