0000836974-95-000017.txt : 19950915 0000836974-95-000017.hdr.sgml : 19950915 ACCESSION NUMBER: 0000836974-95-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950904 ITEM INFORMATION: Other events FILED AS OF DATE: 19950913 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTGOMERY WARD HOLDING CORP CENTRAL INDEX KEY: 0000836974 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 363571585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17540 FILM NUMBER: 95573435 BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY WARD PLZ CITY: CHICAGO STATE: IL ZIP: 60671 BUSINESS PHONE: 3124672000 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) September 4, 1995 Montgomery Ward Holding Corp. (Exact name of registrant as specified in its charter) Delaware 0-17540 36-3571585 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) Montgomery Ward Plaza, Chicago, Illinois 60671 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 467-2000 (Former name or former address, if changed since last report) Exhibit Index at Page 4 Item 5. Other Information On September 4, 1995, Montgomery Ward Holding Corp. (the "Company") entered into a letter of intent with Levitz Furniture Incorporated ("Levitz") with respect to the acquisition by the Company or Montgomery Ward & Co., Incorporated, a wholly-owned subsidiary of the Company ("Montgomery Ward", and collectively with the Company, "MW") of shares of newly issued common stock, $0.01 par value, of Levitz, and the receipt of warrants to purchase additional shares of common stock of Levitz, each as herein described. The proposed transaction is subject to negotiation, the approval of each of the Company's and Montgomery Ward's Boards of Directors, Levitz's Board of Directors and shareholders, receipt of regulatory approvals, completion of due diligence and completion of definitive documentation. There can be no assurance that such conditions will be satisfied. Under the proposed Agreement, MW will purchase 7,222,222 unregistered shares of common stock of Levitz (the "Shares") at $9.00 per share, which represents approximately 19.6% of the issued and outstanding shares of common stock of Levitz, and will receive warrants to purchase an additional 13.6 million shares of common stock of Levitz. In the event of the exercise of all warrants, MW will own approximately 42% of the outstanding shares of common stock of Levitz. On September 5, 1995, MW and Levitz jointly issued a press release (the "Press Release") with respect to the foregoing. The Press Release is attached as Exhibit 1 hereto, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such Exhibit. Item 6. Exhibit 1. Press Release issued jointly by Montgomery Ward & Co., Incorporated and Levitz Furniture Incorporated, on September 5, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONTGOMERY WARD HOLDING CORP. September 13, 1995 By: /s/ John L. Workman John L. Workman Executive Vice President, Chief Financial Officer and Assistant Secretary EXHIBIT INDEX Exhibit No. Description Page No. 1. Press Release issued jointly by Montgomery Ward & Co., Incorporated and Levitz Furniture Incorporated on September 5, 1995. EX-1 2 EXHIBIT 1 MONTGOMERY WARD TO PURCHASE $65 MILLION OF LEVITZ COMMON STOCK FOR IMMEDIATE RELEASE CHICAGO, IL. and BOCA RATON, FL. Sept. 5, 1995 -- Montgomery Ward, the largest privately-held retailer in the U.S., and Levitz Furniture Incorporated (NYSE: LFI), owner of the largest specialty furniture retailer in the U.S., announced today that they have entered into a letter of intent relating to Montgomery Ward s acquisition of 7,222,222 shares of Levitz common stock (or approximately 19.6 percent of the outstanding shares) for an aggregate price of $65 million or $9 a share. Pursuant to the letter of intent, Montgomery Ward also will receive warrants to purchase 3.4 million shares of Levitz common stock at $10 per share, and 10.2 million shares of Levitz common stock at $14 per share, which exercise price will be subject to decrease to $10 per share if Levitz meets certain financial targets. If all of such warrants are exercised, Montgomery Ward would own approximately 42 percent of Levitz s common stock. The transaction is subject to numerous conditions, including the negotiation and execution of definitive documentation, completion of Montgomery Ward's due diligence review, certain regulatory approvals and approval of Levitz s stockholders. Our equity position with Levitz is an excellent fit with Montgomery Ward's strategy for growth, said Bernard F. Brennan, Montgomery Ward chairman and chief executive officer. George H. Bradley, chief executive officer of Levitz joined Brennan in stating: The strong synergies between our two companies will enable us to create greater value for our shareholders and customers, while building on our solid franchises. This is an excellent move for both companies. - more - FOR IMMEDIATE RELEASE (CONT'D) Boca Raton-based Levitz, whose fiscal year ended March 31, 1995, reported sales of $1,047 billion. Montgomery Ward, whose fiscal year ended December 31, 1994, achieved revenues of $7,038 billion, with nearly $4 billion in sales derived from products for the home. Separately, Montgomery Ward announced the following organization changes affecting its Retail organization: Gene McCaffery is appointed senior executive vice president, Marketing and Merchandising, effective immediately. McCaffery has held a variety of executive positions in marketing, merchandising and store operations over the course of his 13-year career with Montgomery Ward. Robert Stevenish is appointed to the newly-created position of executive vice president, Operations, effective November 1. Stevenish joins Montgomery Ward from Hills Department Stores, where he has been senior executive vice president and chief operating officer since 1993. Prior to that he had spent 24 years with J.C. Penney in a variety of positions. Both McCaffery and Stevenish will report to Brennan. Coincident with the equity investment in Levitz, Montgomery Ward announced the formalization of the structure of the Montgomery Ward Holding Corporation. Bernard F. Brennan, chairman and chief executive officer, Spencer H. Heine, executive vice president and general counsel, president, Montgomery Ward Properties, Robert A. Kasenter, executive vice president, human resources, John L. Workman, executive vice president and chief financial officer. Montgomery Ward operates a chain of nearly 380 value-driven specialty stores in 39 states. The company also owns Lechmere, a New England retailer of home products, and The Signature Group, the third largest direct marketing company in the U.S. Levitz operates 134 warehouses showrooms or satellite stores located in major metropolitan areas in 26 states.