-----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, JCGcsX7JxvaUE/7/IanLZsTZP52r1UIdzm5MPezndCKxa9Q27qHkACEcY5Q1Wq5N 3Au2ABuhQEYey3u8u7YWBQ== 0000819539-96-000008.txt : 19961126 0000819539-96-000008.hdr.sgml : 19961126 ACCESSION NUMBER: 0000819539-96-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961125 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19961125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEIMAN MARCUS GROUP INC CENTRAL INDEX KEY: 0000819539 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 954119509 STATE OF INCORPORATION: DE FISCAL YEAR END: 0801 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09659 FILM NUMBER: 96671962 BUSINESS ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: P O BOX 9187 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 BUSINESS PHONE: 6172320760 MAIL ADDRESS: STREET 1: 27 BOYLSTON ST STREET 2: P O BOX 9187 CITY: CHESTNUT HILL STATE: MA ZIP: 02167 8-K 1 THE NEIMAN MARCUS GROUP, INC. NOV. 25, 1996 - 8K 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): November 12, 1996 The NEIMAN MARCUS GROUP, INC. (Exact of name of registrant as specified in charter) Delaware (State or other jurisdiction of its incorporation) 1-9659 95-4119509 (Commission File Number) (I.R.S. Employer Identification No.) 27 Boylston Street, Chestnut Hill, MA 02167 (Address of principal executive offices) (Zip Code) (617) 232-0760 (Registrant's Telephone Number, Including Area Code) Item 5. Other Events. On November 12, 1996, subject to the terms of an Exchange and Repurchase Agreement between Harcourt General, Inc. ("Harcourt General"), the Company's majority shareholder, and The Neiman Marcus Group, Inc. (the "Registrant") incorporated herein by reference, the Registrant acquired from Harcourt General (the "Repurchase") all of the Registrant s issued and outstanding preferred stock, consisting of 500,000 shares of 9 1/4% Cumulative Redeemable Preferred Stock (the "9 1/4% Preferred Stock") and 1,000,000 shares of 6% Cumulative Convertible Preferred Stock (the "6% Preferred Stock" and, together with the 9 1/4% Preferred Stock, the "Preferred Stock") in exchange for 3,857,142 shares of the Registrant's Common Stock issued to Harcourt General (the "Stock Payment") and approximately $287 million (including accrued and unpaid dividends) in cash (the "Cash Payment"). To partially fund the Cash Payment, the Registrant sold 8,000,000 shares of its Common Stock in an underwritten public offering (the "Offering") pursuant to a Registration Statement on Form S-3 (No. 333-11721) filed with the Securities and Exchange Commission, from which it received (after underwriting discounts, commissions and estimated expenses of the Offering) approximately $267.3 million. The Registrant funded the balance of the Cash Payment through bank borrowings. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. See pages F-1 through F-5. (c) Exhibits. 2.1 Exchange and Repurchase Agreement, incorporated herein by reference to Exhibit 10.1 to Registration Statement on Form S-3 of The Neiman Marcus Group, Inc. dated October 10, 1996 (Registration No. 333-11721). -1- INDEX Item 7(b) Pro Forma Financial Information Page Number Introduction to Pro Forma Financial Information F-2 Consolidated Balance Sheets as of August 3, 1996 F-3 Consolidated Statements of Operations for the year ended August 3, 1996 F-4 Notes to Pro Forma Financial Information F-5 F-1 Introduction to Pro Forma Financial Information The Neiman Marcus Group, Inc. The historical consolidated financial statements presented below have been derived from the audited Consolidated Financial Statements for the year ended August 3, 1996, and are qualified by reference to, and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and Notes thereto previously filed on Form 10-K. The pro forma consolidated balance sheet and pro forma consolidated statement of operations presented below give effect to the Repurchase as if it had occurred as of August 3, 1996 and July 30, 1995, respectively. The pro forma information does not purport to represent what the Company's results of operations would have been if the Repurchase had occurred as of the date indicated or what such results will be for any future periods. The pro forma information should be read in conjunction with the Consolidated Financial Statements and Notes thereto previously filed on Form 10-K. In connection with the Repurchase, the Company will incur a non-recurring charge to earnings available to common shareholders of $22.4 million. The accompanying pro forma consolidated statement of operations does not reflect this charge. F-2 Consolidated Balance Sheets The Neiman Marcus Group, Inc. (In thousands)
August 3, 1996 Historical Adjustments Pro Forma Assets Current assets Cash and equivalents $ 12,659 $ $ 12,659 Accounts receivable, net 165,442 165,442 Merchandise inventories 443,948 443,948 Deferred income taxes 21,666 21,666 Other current assets 45,368 45,368 Total current assets 689,083 689,083 Property and equipment, net 457,625 457,625 Intangibles and other assets 105,642 105,642 Total assets $1,252,350 $ $1,252,350 Liabilities and Shareholders Equity Current liabilities Notes payable and current maturities of long-term liabilities $ 35,576 $ $ 35,576 Accounts payable 192,146 192,146 Accrued liabilities 146,326 146,326 Total current liabilities 374,048 374,048 Long-term liabilities Notes and debentures 292,000 19,941 (1) 311,941 Other long-term liabilities 69,940 69,940 Total long-term liabilities 361,940 19,941 381,881 Deferred income taxes 33,329 33,329 Redeemable preferred stocks 407,426 (407,426) (2) - Common stock 380 119 (3) 499 Additional paid-in capital 83,106 402,161 (3) 485,267 Accumulated deficit (7,879) (14,795) (4) (22,674) Total liabilities and shareholders' equity $1,252,350 $ - $1,252,350
See Notes to Pro Forma Financial Information. F-3 Consolidated Statements of Operations The Neiman Marcus Group, Inc. (In thousands except for per share amounts)
Year ended August 3, 1996 Historical Adjustments Pro Forma Revenues $2,075,003 $ $2,075,003 Costs of goods sold including buying and occupancy costs 1,416,296 1,416,296 Selling, general and administrative expenses 485,533 485,533 Corporate expenses 13,719 13,719 Operating earnings 159,455 159,455 Interest expense (28,228) 430 (5) (27,798) Earnings before income taxes 131,227 430 131,657 Income tax expense (53,803) (176) (6) (53,979) Net earnings 77,424 254 77,678 Dividends and accretion on redeemable preferred stocks (29,104) 29,104 (7) - Net earnings applicable to common shareholders $ 48,320 $ 29,358 $ 77,678 Weighted average number of common and common equivalent shares outstanding 38,218 11,857 (8) 50,075 Amounts per share applicable to common shareholders: Net earnings $ 1.26 $ 1.55
See Notes to Pro Forma Financial Information. F-4 THE NEIMAN MARCUS GROUP, INC. NOTES TO PRO FORMA FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED AUGUST 3, 1996 (1) Reflects the incremental borrowings required to fund the Cash Payment. (2) Reflects the Repurchase. (3) Reflects the issuances of 8.0 million shares to the public and 3.9 million shares to Harcourt General, for $267.3 million and $135.0 million, respectively. (4) Reflects the reduction of common shareholder's equity of $8.6 million and accrued dividends and accretion of $6.2 million. (5) Reflects a reduction of $.4 million of interest expense. (6) Reflects the incremental income taxes payable attributableto the reduced interest expense, at the Company's effective tax rate. (7) Reflects the elimination of dividends and accretion on the redeemable preferred stocks. (8) Reflects the 11.9 million shares of common stock issued in the Offering and Repurchase. F-5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE NEIMAN MARCUS GROUP, INC. Date: November 25, 1996 By: /s/ Eric P. Geller Eric P. Geller Senior Vice President, General Counsel and Secretary S-1 -----END PRIVACY-ENHANCED MESSAGE-----