-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tsyTfTOj1VNeVT3JConznlUo3YJjWjPIvp5j2Bx8WwJbNrTPYtLkbwdCf+P9cKqH Uv6KBcJTfrpVAYIxKjseRQ== 0000950172-94-000251.txt : 19941227 0000950172-94-000251.hdr.sgml : 19941227 ACCESSION NUMBER: 0000950172-94-000251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941209 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941221 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETRIE STORES CORP CENTRAL INDEX KEY: 0000077808 STANDARD INDUSTRIAL CLASSIFICATION: 5621 IRS NUMBER: 362137966 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06166 FILM NUMBER: 94565656 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 8-K 1 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): December 9, 1994 PETRIE STORES CORPORATION (Exact Name of Registrant as Specified in Charter) New York 1-6166 36-213-7966 (State or Other Jurisdiction of (Commission) (I.R.S. Employer Incorporation) File Number) Identification No.) 70 Enterprise Avenue, Secaucus, New Jersey 07094 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 866-3600 N/A (Former Name or Former Address, if Changed Since Last Report) INDEX TO EXHIBITS APPEARS ON PAGE 7 Item 2. Acquisition or Disposition of Assets. On December 9, 1994, Petrie Stores Corporation, a New York corporation ("Petrie"), consummated the sale (the "Sale") of all of its and its subsidiaries' (the "Subsidiaries") retail operations to PS Stores Acquisition Corp., a Delaware corporation formed by an investor group led by E.M. Warburg, Pincus & Co., Inc. The investor group includes Verna Gibson, former President of The Limited Stores, a division of The Limited, Inc., Allan Laufgraben, Vice Chairman, President and Chief Executive Officer of Petrie prior to the Sale, and Peter A. Left, Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary of Petrie prior to the Sale. The purchase price for the Sale was $190 million in cash plus the assumption of certain liabilities of Petrie and its subsidiaries. Taking into effect the approximately $12.5 million in expenses incurred by Petrie in connection with the consummation of the Sale, the net purchase price of the retail operations was approximately $177.5 million. The purchase price was established through arms' length negotiations following the solicitation, receipt and consideration of expressions of interest from certain parties. The foregoing description of the Sale is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, dated as of August 23, 1994 (the "Stock Purchase Agreement"), by and between Petrie and WP Investors, Inc., a Delaware corporation ("WP Investors"), as amended by Amendment No. 1 to the Stock Purchase Agreement, dated as of November 3, 1994, by and between Petrie and WP Investors ("Amendment No. 1"). The Stock Purchase Agreement was previously filed as an exhibit to Petrie's Current Report on Form 8-K, filed August 26, 1994, and is incorporated herein by reference. Amendment No. 1 was previously filed as an exhibit to Petrie's Current Report on Form 8-K, filed November 17, 1994, and is incorporated herein by reference. A copy of the Press Release, issued December 9, 1994, announcing the consummation of the Sale, is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. Item 5. Other Events. As of the close of business on December 16, 1994, $123,156,000 principal amount of Petrie's outstanding 8% Convertible Subordinated Debentures due December 15, 2010 (the "Debentures") were converted into 5,565,985 shares of Petrie common stock, par value $1.00 per share ("Petrie Common Stock"). The remaining $1,844,000 principal amount of Debentures were redeemed at a redemption price of $1,008 per $1,000 principal amount of Debentures, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of Debentures, from June 15, 1994 to, but not including, December 12, 1994. As a result of the conversions, the number of shares of Petrie Common Stock outstanding has increased to 52,349,103 shares. A copy of the Notice of Redemption of the Debentures was previously filed as an exhibit to Petrie's Current Report on Form 8-K, filed November 17, 1994 and is incorporated herein by reference. A copy of the Press Release, issued December 13, 1994, announcing the redemption of the Debentures, is filed as Exhibit 99.2 to this Report and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information. The following unaudited pro forma consolidated balance sheet of Petrie and its Subsidiaries (collectively, the "Company") as of October 29, 1994 reflects the Sale which occurred on December 9, 1994 and the conversion and redemption of the Debentures as of the close of business on December 16, 1994. After the Sale and the conversion and redemption of the Debentures, the Company does not have any income or loss from continuing operations. Accordingly, pro forma statements of operations have not been included since there is no income or loss to report from continuing operations for the nine months ended October 29, 1994 or the year ended January 29, 1994, after reflecting the pro forma adjustments for these transactions. Petrie Stores Corporation and Subsidiaries Pro Forma Consolidated Balance Sheet October 29, 1994 (Unaudited) Historical Pro Forma Pro Forma Balance Sheet Adjustments Balance Sheet (in thousands) Assets Cash $ 177,500 (1) (1,931) (2) $ 175,569 Net assets of discontinued operations $ 177,500 (177,500) (1) Investment in common stock 1,529,374 1,529,374 Debt issuance costs 1,103 (1,103) (2) $1,707,977 $ (3,034) $1,704,943 Liabilities and Shareholders' Equity Accrued interest expense $ 3,728 $ (3,728) (2) Convertible subordinated debentures 123,566 (123,566) (2) Deferred income taxes 601,015 $ 601,015 Shareholders' equity 979,668 124,260 (2) 1,103,928 $1,707,977 $ (3,034) $1,704,943 Common shares outstanding 52,349 (1) Pro forma adjustments to reflect the sale of the retail operations. (2) Pro forma adjustments to reflect the conversion and redemption of the Debentures, at a redemption price of $1,008, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of debentures. (c) Exhibits. Exhibit No. Description 99.1 Press Release, issued December 9, 1994. 99.2 Press Release, issued December 13, 1994. 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. Dated: December 21, 1994 PETRIE STORES CORPORATION By: /s/ Hilda Kirschbaum Gerstein _____________________________ Name: Hilda Kirschbaum Gerstein Title: Chief Executive Officer Exhibit Index Sequentially Numbered Exhibit Description Page 99.1 Press Release, issued December 9, 1994 99.2 Press Release, issued December 13, 1994 EX-99 2 EXHIBIT 99.1 PETRIE STORES CORPORATION 70 Enterprise Avenue, Secaucus, N.J. 07094 (201) 866-3600 FOR IMMEDIATE RELEASE Contact: Mary Ann Dunnell (212) 484-6721 PETRIE STORES CONSUMMATES THE SALE OF ITS RETAIL OPERATIONS Secaucus, New Jersey, December 9, 1994 -- Petrie Stores Corporation (NYSE: PST) announced today that it has consummated the sale of its retail operations to an investor group led by E.M. Warburg, Pincus & Co., Inc. (which includes Verna Gibson, former President of The Limited Stores, Inc., a division of The Limited, Inc., and members of senior management) for approximately $180 million in cash, net of expenses. The sale was approved by Petrie's shareholders at its 1994 Annual Meeting of Shareholders held on December 6, 1994. Prior to the sale, Petrie owned one of the largest women's specialty retailing chains in the country -- with approximately 1700 stores throughout the United States, Puerto Rico, and the U.S. Virgin Islands. The trade names of these stores include Marianne, G&G, Rave, Jean Nicole, Winkleman's, Stuarts, and M.J. Carroll. # # # EX-99 3 EXHIBIT 99.2 PETRIE STORES CORPORATION 70 Enterprise Avenue, Secaucus, N.J. 07094 (201) 866-3600 FOR IMMEDIATE RELEASE Contact: Mary Ann Dunnell (212) 484-6721 PETRIE STORES REDEEMS CONVERTIBLE DEBENTURES Secaucus, New Jersey, December 13, 1994 -- Petrie Stores Corporation (NYSE: PST) announced today that $122,601,000 principal amount of its outstanding 8% Convertible Subordinated Debentures due December 15, 2010 (the "Debentures") have been converted into 5,540,902 shares of Petrie Stores Common Stock. In addition, the remaining $2,399,000 principal amount of Debentures have been redeemed at a redemption price of $1,008 per $1,000 principal amount of Debentures, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of Debentures, from June 15, 1994 to December 12, 1994. The conversion privilege expired yesterday at 3:00 p.m., New York time. As a result of the conversions, the number of shares of Petrie Stores Common Stock outstanding has increased to approximately 52.3 million shares. # # # -----END PRIVACY-ENHANCED MESSAGE-----