-----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, Ga+cxPUWwd46NgCGBD9ifvXN3dKMLkmgDnXfl/VAbWOJqBQOrqNsxrVYz6lghSPB 5LPSo+YCwLztwe718gVx5w== 0000950123-99-009038.txt : 19991018 0000950123-99-009038.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950123-99-009038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: FILED AS OF DATE: 19991001 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: SEC FILE NUMBER: 001-09659 FILM NUMBER: 99722123 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. 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): September 30, 1999 THE NEIMAN MARCUS GROUP, INC. ------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-9659 95-4119509 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 27 Boylston Street, Chestnut Hill, Massachusetts 02467 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 232-0760 - ----------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On September 30, 1999, The Neiman Marcus Group, Inc. ("NMG") consummated a recapitalization in which its outstanding Common Stock, par value $.01 per share ("Common Stock"), was converted into two classes of common stock, consisting of Class A Common Stock, par value $.01 per share ("Class A Common Stock"), which is entitled to elect up to 18% of the Board of Directors of NMG, and Class B Common Stock, par value $.01 per share ("Class B Common Stock"), which is entitled to elect 82% of the Board of Directors of NMG (the "Recapitalization"). Prior to the Recapitalization, Harcourt General, Inc. ("Harcourt General") was the beneficial owner of 26,429,502 shares of Common Stock. Pursuant to the Recapitalization, 21,440,960 shares of Class B Common Stock have been issued to Harcourt General in exchange for the same number of shares of Common Stock held by Harcourt General. The remainder of the Common Stock, including 4,988,542 shares retained by a wholly-owned subsidiary of Harcourt General, has been converted into Class A Common Stock. Harcourt General has previously announced its intention to distribute on a tax-free basis its shares of Class B Common Stock to the common stockholders of Harcourt General. 3 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 hereunto duly authorized. HE NEIMAN MARCUS GROUP, INC. Dated: October 1, 1999 By: /s/ Eric P. Geller ------------------------------- Eric P. Geller Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----