-----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, JxTa8kvjCVu8+IdNFdVL8Ihou6mzIKn7tnahfExp1jLrEeWphrBfBG7loeeF+D0+ nEpEnK6iRpriTDdpq+Ho6w== 0000950131-99-002742.txt : 19990505 0000950131-99-002742.hdr.sgml : 19990505 ACCESSION NUMBER: 0000950131-99-002742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990430 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990504 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: SEC FILE NUMBER: 033-23403 FILM NUMBER: 99609932 BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY WARD PLZ CITY: CHICAGO STATE: IL ZIP: 60671 BUSINESS PHONE: 3124672000 8-K 1 FORM 8-K 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) April 30, 1999 ------------------------------ Montgomery Ward Holding Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-17540 36-3571585 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Montgomery Ward Plaza Chicago, Illinois 60671 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (312) 467-2000 --------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On April 30, 1999, Montgomery Ward Holding Corp. (the "Company") and its wholly owned subsidiary Montgomery Ward & Co., Incorporated ("Wards") announced that it filed a plan of reorganization and disclosure statement with the United States Bankruptcy Court in Delaware which, if approved, will allow the Company to emerge from bankruptcy in August 1999. The plan of reorganization is in the furtherance of the agreement in principle announced earlier this year between the Creditors' Committee, GE Capital and Wards. GE Capital, Wards' majority shareholder and substantial creditor, is a co-proponent of the plan of reorganization along with Wards. The Bankruptcy Court has scheduled a confirmation hearing for July 15, 1999. The plan of reorganization includes the Company and all of its direct and indirect subsidiaries that were included under the jointly administered bankruptcy proceeding under the caption "In re Montgomery Ward Holding Corp., a Delaware Corporation, et. al.", Case No. 97- 1409 (PJW). Certain indirect subsidiaries of the Company were not included in the bankruptcy filing. If the plan of reorganization as filed is confirmed, funding for the distribution to unsecured creditors will be provided through a $650 million deposit in an escrow account on April 30, 1999. When Wards emerges from bankruptcy, this money and the interest it earns will be distributed to those creditors as specified in the plan of reorganization. In the plan of reorganization, GE Capital will obtain rights to all the equity in the reorganized retailer in exchange for its claims against Wards. As part of the restructuring provided for in the plan of reorganization, GE Capital will acquire Signature Financial/Marketing, Inc. ("Signature"), the direct marketing arm of Wards. Signature, which was not part of Wards' Chapter 11 case, will continue to have the right to market to Wards' customers. On April 30, 1999, Wards issued a press release that is attached as Exhibit 1 hereto. The press release is incorporated herein by reference. Item 7. Exhibits 1. Press release issued by Montgomery Ward & Co., Incorporated on April 30, 1999. 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 May 4, 1999 By: /s/ Thomas J. Paup ------------------------------------ Thomas J. Paup Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT SUBMISSION MEDIA - ------- ---------------- 1. Montgomery Ward & Co., Incorporated Incorporated by Press release issued on reference to Exhibit 1 April 30, 1999 of the Company's Current Report on Form 8-K dated May 4, 1999 EX-99.1 2 PRESS RELEASE DATED 4/30/1999 N E W S R E L E A S E Contact: Charles H. Knittle Vice President -- Governmental Affairs and Corporate Communications Phone: 312-467-2025 Fax: 312-467-3975 Montgomery Ward Files Plan of Reorganization Wards On Schedule To Emerge From Bankruptcy This Summer For Immediate Release CHICAGO, Ill., -- April 30, 1999 -- Montgomery Ward & Co., Incorporated announced today that it filed a Plan of Reorganization and Disclosure Statement with the United States Bankruptcy Court in Delaware which, if approved, will allow the company to emerge from bankruptcy in August 1999. The Plan is in the furtherance of the agreement in principle announced earlier this year between the Creditors' Committee, GE Capital and Wards. GE Capital, Wards' majority shareholder and substantial creditor, is a co-proponent of the Plan along with Wards. The Plan provides for fair and equitable treatment of all stakeholders and will allow Wards to successfully reorganize and emerge from Chapter 11, as previously announced. The Bankruptcy Court has scheduled a confirmation hearing for July 15, 1999. If the Plan as filed is confirmed, funding for the distribution to unsecured creditors will be provided through a $650 million deposit in an escrow account on April 30, 1999. When Wards emerges from bankruptcy, this money and the interest it earns will be distributed to those creditors as specified in the Plan. As part of the restructuring provided for in the Plan, GE Capital will acquire The Signature Group, the direct marketing arm of Wards. Signature, which was not part of Wards' Chapter 11 case, will continue to have the right to market to Wards' customers. In the Plan, GE Capital will obtain rights to all the equity in the reorganized retailer in exchange for its claims against Wards. "The filing of this consensual Plan of Reorganization is a significant milestone for Wards and evidence that the Company's turnaround initiatives are working," said Roger Goddu, Chairman and CEO of Wards. "Through the course of its restructuring, Wards has made important progress both financially and operationally. As a result of the hard work and commitment of Wards' associates and the support of our vendors we will emerge a stronger, more focused retail company." - more - Wards Files Plan of Reorganization -- page two Key accomplishments which have contributed to the Company's turnaround include: . Focusing on one core strategy Wards full line retail stores; . Closing more than 100 under-performing locations; . Developing and successfully introducing a new store prototype; . Upgrading merchandise offerings and focusing on customer service; . Introducing a new marketing strategy targeted at core customers; . Enhancing operations and technology infrastructure; and . Cutting costs on a company-wide basis. The Company's three initial prototype stores have reflected sales increases over the prior year in excess of 40 percentage points above the combined performance of the entire chain since their opening in September 1998. Wards will convert 40 additional stores to the new prototype in 1999 and intends to remodel half the chain in the next two years. In 1998, Wards dramatically reduced its losses from continuing operations (before taxes and reorganization costs and Signature earnings) and showed an improvement of $585 million in earnings from continuing operations over 1997. Gross margin dollars, a major focus of the Company, were up 18% over 1997 with increased margins in nearly every merchandise category. The Company anticipates a positive EBITDA (Earnings Before Interest Taxes Depreciation and Amortization) in Fall 1999 and for the year 2000, and profitability in 2001. Wards is one of the largest privately held retailers in the United States and operates 252 full-line stores in 32 states. -----END PRIVACY-ENHANCED MESSAGE-----