-----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, InADfUnDUG/qf1Br39EnehDGaM20nauLWpSqT6frW2fnAOSJEjLXxpm+n5xZNIE4 Blhu67LwAJioU4bvhrpXCQ== 0000950138-05-000305.txt : 20050408 0000950138-05-000305.hdr.sgml : 20050408 20050408160908 ACCESSION NUMBER: 0000950138-05-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050408 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 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: 05741656 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 apr_8-k.txt SYMS\2005 FILINGS\APRIL 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 Date of Report (Date of earliest event reported): April 8, 2005 (April 7, 2005) ------------- 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, NJ 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 (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)) Item 1.01 Entry into a Material Definitive Agreement On April 7, 2005, Syms Corp (the "Company") entered into an amendment (the "Amendment") to its Loan Agreement, dated as of November 5, 2003, with Israel Discount Bank of New York. The Amendment, among other things, increases the revolving credit amount from $20,000,000 to $30,000,000 and extends the credit facility to May 1, 2008. A copy of the Amendment is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 2.02 Results of Operations and Financial Condition. On April 7, 2005, the Company issued a press release regarding its results of operations for the fiscal year ended February 26, 2005. A copy of the press release is attached hereto as Exhibit 99.2. The information in this Item 2.02 of Form 8-K and the exhibit referenced herein shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 8.01 Other Events. On April 7, 2005, the Company issued a press release regarding the declaration by the Board of Directors of the Company of a special one-time dividend of $1.00 per common share. The special dividend will be paid on May 12, 2005 to shareholders of record as of April 27, 2005. A copy of the press release is attached hereto as Exhibit 99.3. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 First Amendment to Loan Agreement, dated April 7, 2005. 99.2 Press Release of the Company, dated April 7, 2005, regarding the results of operations. 99.3 Press Release of the Company, dated April 7, 2005, regarding the declaration of the dividend. 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 thereunto duly authorized. SYMS CORP By: /s/ Antone F. Moreira --------------------- Name: Antone F. Moreira Title: Vice President, Chief Financial Officer Date: April 7, 2005 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 First Amendment to Loan Agreement, dated April 7, 2005. 99.2 Press Release of Syms Corp, dated April 7, 2005, regarding the results of operations. 99.3 Press Release of Syms Corp, dated April 7, 2005, regarding the declaration of the dividend. EX-99 2 ex99-1.txt EXHIBIT 99.1 - 1ST AMENDMENT TO LOAN AGMT Exhibit 99.1 FIRST AMENDMENT TO LOAN AGREEMENT This is the First Amendment (the "First Amendment") dated as of April 7, 2005 to the Loan Agreement dated as of November 5, 2003 between Israel Discount Bank of New York (hereinafter referred to as "Lender"), a New York bank, having an office at 511 Fifth Avenue, New York, New York 10036 and Syms Corp. (hereinafter referred to as "Borrower"), a New Jersey corporation, with its principal office located at One Syms Way, Seacaucus, New Jersey 07094 (the "Loan Agreement"). All capitalized terms that are not defined herein shall have the meanings ascribed to them in the Loan Agreement. WHEREAS, Lender and Borrower wish to supplement and amend the Loan Agreement as of the date hereof (the "Effective Date") by (i) increasing the Maximum Revolving Credit Amount from $20,000,000 to $30,000,000; (ii) extending the Commitment Termination Date to May 1, 2008; and (iii) modifying certain other terms and conditions of the Loan Agreement. NOW, THEREFORE, it is agreed as follows: 1. The definition of Maximum Revolving Credit Amount contained in Appendix A of the Loan Agreement is hereby amended to read "Maximum Revolving Credit Amount - $30,000,000.". 2. The definition of Commitment Termination Date contained in Appendix A of the Loan Agreement is hereby amended to read "Commitment Termination Date - May 1, 2008". 3. References in the Loan Agreement to Note or Revolving Credit Note shall be deemed to refer to the First Amended Revolving Credit Note attached hereto as Exhibit A. 4. Section 2.5 of the Loan Agreement related to Deficiency Balance Fees is hereby amended by deleting reference to the amount of "$250,000" and inserting in its place and stead the amount of "$375,000". 5. Section 3.3 of the Loan Agreement related to Termination and Reduction of the Commitment is hereby deleted in its entirety and replaced with the following: 3.3 Mandatory and Optional Prepayments; Commitment Reduction or Termination; Termination Fee. 3.3.1 Reduction or Termination of the Commitment. Borrower shall have the right, upon at least two (2) Business Days' prior written or telephonic notice (promptly confirmed in writing) to Lender, at any time prior to the Commitment Termination Date, to terminate or from time to time reduce the Commitment provided that the Commitment may not be reduced to the extent that following such reduction the sum of the aggregate unpaid principal balance of the Loans and the Lender Letter of Credit Obligations would exceed the 1 Commitment. Any notice of termination or reduction given by Borrower shall be irrevocable unless Lender otherwise agrees in writing, and Lender shall have no obligation to make any Loans or issue or extend or amend any Letters of Credit on or after the termination date stated in such notice. 3.3.2. Effect of Termination. All of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination of this Agreement given by Borrower pursuant to Section 3.3.1. All undertakings, agreements, covenants, warranties and representations of Borrower contained in the Loan Documents shall survive any such termination and Lender shall retain all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrower has paid the Obligations to Lender, in full, in immediately available funds and with respect to any outstanding Letters of Credit issued for the account of Borrower and any other outstanding Obligations of Borrower to Lender, Lender has obtained sufficient cash collateral or an appropriate indemnification by any new lender. 6. Section 5.3.1 of the Loan Agreement related to Working Capital is hereby amended by deleting reference to the amount of "$50,000,000" and inserting in its place and stead the amount of "$55,000,000": 7. Section 5.3.3 of the Loan Agreement related to Consolidated Tangible Net Worth is hereby amended by deleting reference to the amount of "$175,000,000" and inserting in its place and stead the amount of "$180,000,000": 8. Section 5.3.4 of the Loan Agreement related to Capital Expenditures is hereby amended to read as follows: Capital Expenditures. Not permit the sum of Borrower's Capital Expenditures plus Dividends minus Net Proceeds to exceed (i) $15,000,000 for each fiscal year of the Borrower through February 28, 2005; and (ii) for each fiscal year thereafter, $15,000,000 plus the Carry Forward Amount. "Carry Forward Amount" shall mean, for any fiscal year of the Borrower, the excess, if any, of $15,000,000 over the aggregate amount of Capital Expenditures for the immediately preceding fiscal year. 9. The obligations of Lender under this First Amendment and the Loan Agreement are subject to the following conditions precedent, all of which shall be performed or satisfied in a manner in form and substance reasonably satisfactory to Lender and its counsel: a. The Lender shall have received the First Amended Revolving Credit Note, duly executed by the Borrower. Promptly upon receipt of said First Amended Revolving Credit Note, the Lender will mark as terminated the Credit Note dated as of November 5, 2003 and transmit the original of said terminated Credit Note to 2 the Borrower for its records; b. The Lender shall have received a certified (as of the Effective Date) copy of a unanimous written consent of the executive committee of, or resolutions of, the board of directors of the Borrower authorizing and approving this First Amendment and the First Amended Revolving Credit Note; c. The Lender shall have received a certificate signed by the President, Vice President or Chief Financial Officer of the Borrower dated as of the Effective Date, stating that: i. The representations and warranties contained in this First Amendment and in the Loan Documents are true and correct in all material respects on and as of such date; ii. No Default or Event of Default has occurred and is continuing, or would result from the making of this First Amendment; d. The Lender shall have received payment of the reasonable legal fees and expenses of the Lender's counsel; and e. The Lender shall have received payment of an extension fee in the amount of $37,500. which the Borrower acknowledges shall have been earned by the Lender in connection with the transactions contemplated hereby. 10. All terms and conditions of the Loan Agreement, except as modified by this agreement are hereby affirmed and ratified. 11. The Loan Agreement, together with this First Amendment, embodies the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof. 12. This First Amendment shall be governed and construed in accordance with the laws of the State of New York. 13. No modification or waiver of or with respect to any provision of this First Amendment and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by the Lender from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and executed in accordance with the provisions of the Loan Agreement, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on the Borrower or any Guarantor in any case shall, of itself, entitle it, him or her to any other or further notice or demand in similar or other circumstances. 14. The provisions of this First Amendment are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such 3 clause or provision in any other jurisdiction, or any other clause or provision in this First Amendment in any jurisdiction. 15. This First Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. 16. This First Amendment shall be binding upon and inure to the benefit of the Borrower and its successors and to the benefit of the Lender and its successors and assigns. The rights and obligations of the Borrower under this First Amendment shall not be assigned or delegated without the prior written consent of the Lender, and any purported assignment or delegation without such consent shall be void. IN WITNESS WHEREOF, the parties have set their hands hereto the day and the year first above written. SYMS CORP. By: /s/ Marcy Syms ------------------------------- Name: Marcy Syms Title: Chief Executive Officer ISRAEL DISCOUNT BANK OF NEW YORK By: /s/ Marcia A. O'Kane ------------------------------- Name: Marcia A. O'Kane Title: Vice President By: /s/ Ronald J. Bongiovanni ------------------------------- Name: Ronald J. Bongiovanni Title: Senior Vice President EX-99 3 ex99-2.txt EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 Antone F. Moreira Vice President, Treasurer And Chief Financial Officer (201) 902-9600 SYMS CORP REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR Secaucus, New Jersey, April 7, 2005 - Syms Corp (NYSE:SYM), a leading off-price retailer, announced results today for their fourth quarter and fiscal year ended February 26, 2005. The Company's net profit for the thirteen weeks ended February 26, 2005 was $0.26 per share ($3.9 million) as compared to a net profit of $0.05 per share ($.7 million) for the thirteen weeks ended February 28, 2004. The Company had a net profit for the fifty two weeks ended February 26, 2005 of $0.14 per share ($2.2 million) compared to a loss of $0.31 per share ($4.7 million) for the fifty-two weeks ended February 28, 2004. Net sales for the thirteen weeks ended February 26, 2005 was $78.0 million compared to $75.2 million for the thirteen weeks ended February 28, 2004. Net sales for the fifty-two weeks ended February 26, 2005 were $283.6 million as compared to $275.2 million for the fifty-two week period last year, an increase of 3.0%. Same store sales were up for the year 5.4% and up 8.5% for the quarter. Marcy Syms, CEO, stated, "we are pleased to report these operating results for the fourth quarter and fiscal year 2004. Our disciplined focus on improving comparable store sales, controlling inventory and expenses contributed to this improved performance." Syms Corp currently operates a chain of thirty seven "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 CONSOLIDATED BALANCE SHEET (IN THOUSANDS) February 26, February 28, 2005 2004 ---- ---- ASSETS: Current Assets Cash 33,439 21,386 Inventory 66,124 69,226 Other Current Assets 20,467 14,295 ------------ ---------- Total Current Assets 120,030 104,907 Property & Equipment 110,614 123,757 Other Assets - Net 23,164 25,074 ------------ ---------- Total Assets 253,808 253,738 ============ ========== Liabilities & Capital: Accounts Payable 16,114 16,154 Accrued Expenses 7,781 8,045 Other Current Liabilities 3,707 4,503 ------------ ---------- Total Current Liabilities 27,602 28,702 Other Long Term Debt 1,610 1,862 Shareholder's Equity 224,596 223,174 ------------ ---------- Total Liabilities & Capital 253,808 253,738 ============ ========== SYMS CORP CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Thirteen Thirteen Fifty Two Fifty Two Weeks Weeks Weeks Weeks Ended Ended Ended Ended 2/26/2005 2/28/2004 2/26/2005 2/28/2004 --------- --------- --------- --------- Net Sales $ 78,012 $ 75,238 $ 283,567 $ 275,219 Gross Margin 30,383 28,346 111,882 107,751 Operating Expenses 25,965 26,750 109,513 113,027 Other Income (9) (109) (776) (368) Special Charge 0 500 1,271 500 Net Income After Taxes $ 3,887 $ 720 $ 2,177 ($4,688) ========= ========= ========= ======== Net Income Per Share - Basic $ 0.26 $ 0.05 $ 0.14 $ (0.31) ========= ========= ========= ======== Weighted Average Shares Outstanding 15,133 15,116 15,139 15,285 ========= ========= ========= ======== EX-99 4 ex99-3.txt EXHIBIT 99.3 - PRESS RELEASE Exhibit 99.3 Contact: Antone F. Moreira Vice President, Treasurer and Chief Financial Officer (201) 902-9600 Syms Corp Announces Special Cash Dividend Secaucus, New Jersey, April 7, 2005 - Syms Corp (NYSE:SYM), a leading off-price retailer, announced today that its Board of Directors declared on April 7, 2005, a special, one-time cash dividend of $1.00 per common share, payable May 12, 2005, to shareholders of record as of April 27, 2005. Marcy Syms, CEO of the Company, stated that: "The Board is pleased with all of the positive developments occurring at the Company. Our decision to pay the special dividend is a great result for the Company and its shareholders, and we look forward to the Company's continued success." Syms Corp currently operates a chain of thirty seven "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 is 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. -----END PRIVACY-ENHANCED MESSAGE-----