-----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, r+sZnFOc764QfPqjx/w3wdO8luaGjc7M3zUV7grN/gQcirvCYhQGOi8iArJSwLjF 43cXAfXYUr9zPQRyOcJ3cQ== 0000836974-94-000007.txt : 19940407 0000836974-94-000007.hdr.sgml : 19940407 ACCESSION NUMBER: 0000836974-94-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940330 ITEM INFORMATION: 1 FILED AS OF DATE: 19940406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTGOMERY WARD HOLDING CORP CENTRAL INDEX KEY: 0000836974 STANDARD INDUSTRIAL CLASSIFICATION: 5311 IRS NUMBER: 363571585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 000-17540 FILM NUMBER: 94520413 BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY WARD PLZ CITY: CHICAGO STATE: IL ZIP: 60671 BUSINESS PHONE: 3124672000 8-K 1 1994 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 30,1994 Commission File Date of Report No. 0-17540 (Date of earliest event reported) MONTGOMERY WARD HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 36-3571585 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Montgomery Ward Plaza Chicago, Illinois 60671-0042 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (312) 467-2000 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events On March 30, 1994, Montgomery Ward & Co., Incorporated, (Montgomery Ward),a wholly-owned subsidiary of Montgomery Ward Holding Corp. (the registrant), acquired all of the outstanding stock of LMR Acquisition Corporation, which owns all of the outstanding stock of Lechmere, Inc. (Lechmere). The aggregate purchase price is comprised of a base price of $100 million and a contingent purchase price payable in 1995 of up to $20 million in cash and the issuance of up to 400,000 shares of Class A Common Stock, Series 1 of the registrant (or at the option of Montgomery Ward, if duly authorized, up to 400,000 shares of Class A Common Stock, Series 3) of the registrant. The exact amount, if any, of the contingent price to be paid is dependent on Lechmere achieving or exceeding a specified gross margin amount during the period commencing February 27, 1994 and ending February 25, 1995. As part of the closing, Montgomery Ward advanced approximately $91 million to enable Lechmere to retire its outstanding bank debt and subordinated debt. On March 30, 1994, the registrant issued a press release with respect to the transactions as discussed above. The press release is attached as Exhibit 1 hereto, and is incorporated herein by reference. Item 7. Exhibits 1. Press release issued by the registrant on March 30, 1994. 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 hereunto duly authorized. MONTGOMERY WARD HOLDING CORP. April 1, 1994 By: /s/ John L. Workman (Date) John L. Workman Executive Vice President and Chief Financial Officer EX-1 2 EXHIBITS EXHIBIT INDEX EXHIBIT SUBMISSION MEDIA - ------- ------------------- 1. Press release issued Incorporated by by the registrant on reference to Exhibit 1 March 30, 1994. of the Company's Current Report on Form 8-K dated April 1, 1994. EXHIBIT 1. Montgomery Ward Concludes Lechmere Acquisition For Immediate Release CHICAGO, IL., Mar.30, 1994 -- Montgomery Ward announced today that it has completed its purchase of Lechmere Corporation. Through this acquisition Montgomery Ward becomes the largest privately held retailer in the United States. Lechmere, with 1993 record sales exceeding $800 million, operates 24 high volume stores in Massachusetts, New Hampshire, Rhode Island, Connecticut and New York. Average sales per store totaled more than $35 million in 1993. Lechmere's primary product categories -- electronics, appliances, home office equipment and housewares -- hold market share leadership positions in the company's trade areas. Montgomery Ward acquired Lechmere for $100 million plus assumption of $106 million in debt. Additionally, an amount up to $20 million in cash and 400,000 shares of Montgomery Ward common stock may be paid, based on Lechmere's performance in its current fiscal year, which began March 1, 1994. Coincident with completion of the purchase, Richard Bergel, Montgomery Ward vice chairman has been named chairman and chief executive officer of Lechmere, replacing J. Kent Flummerfelt, who is leaving the company. Martin Hanaka, Lechmere executive vice president, has been named president and chief operating officer. "Lechmere, which enjoys high market share and excellent customer loyalty in the New England market, will continue to operate as a separate business and retain its own identity," said Bernard F. Brennan, chairman and chief executive officer of Montgomery Ward. "I'm pleased to have Dick and Marty leading this business for us because they are uniquely qualified to maximize the opportunities for synergy between the two companies, while maintaining the strong franchise Lechmere has built." A native of Providence, Rhode Island and a 1957 graduate of Brandeis University, Richard Bergel joined Montgomery Ward in 1959. After holding a variety of positions in the company's catalog division, he was named senior vice president, distribution in 1983. He held a number of senior positions including president, store operations before being named vice chairman in 1993. Since 1991 he also has served as president and chief executive officer of Montgomery Ward Direct, the company's specialty catalog partnership with Fingerhut Corporation. Martin Hanaka joined Lechmere in 1992 as executive vice president of marketing following a 20-year management career with Sears Roebuck and Company. He held a variety of positions at Sears that included territorial merchandise manager, national merchandise manager and vice president of that company's home appliances, home electronics and office center business unit. He is a 1971 graduate of Cornell University. Montgomery Ward, the largest privately held retailer in the United States, with 1993 revenues of $6 billion and anticipated 1994 revenues of $7 billion, operates a chain of more than 360 value driven specialty stores. It also is the parent of The Signature Group, one of the country's largest and most successful direct marketing companies, and Lechmere, a New England retailer of high quality products for the home. -----END PRIVACY-ENHANCED MESSAGE-----