Cole National Corp/DE – ‘8-K’ for 9/25/96 – EX-28

As of:  Wednesday, 9/25/96   ·   For:  9/25/96   ·   Accession #:  950152-96-4903   ·   File #:  1-12814

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Cole National Corporation 8-K                          4     10K 
 2: EX-28       Information from a Report Furnished to State           3     12K 
                          Insurance Regulatory Authorities                       

EX-28   —   Information from a Report Furnished to State Insurance Regulatory Authorities

EX-28
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                                                                      Exhibit 28

  PRESS  RELEASE                                     FOR  IMMEDIATE  RELEASE
=============================================================================== 
   COLE NATIONAL CORPORATION                       Listed on New York Exchange
5915 Landerbrook Drive                     Symbol "CNJ"       
       Cleveland, Ohio  44124                     Contact:  Joseph  Gaglioti
(216) 449-4100                                                

 COLE NATIONAL TO ACQUIRE PEARLE, INC.

        Cleveland, Ohio, September 25, 1996 -- Cole National
     Corporation (NYSE:CNJ) announced that it has agreed to purchase the
         stock and certain assets of Pearle, Inc., an optical retailer, from The
         Pillsbury Company, a subsidiary of Grand Metropolitan PLC. In a related
 transaction, Cole National has agreed to sell Pearle's European
       business, operated through a Dutch company known as Pearle B.V., to a
         company organized by HAL Investments B.V., a Rotterdam-based investment
    group, together with certain members of the Pearle B.V. management
     team. Cole National will retain a minority interest in the European
       operations. The acquisition, which is expected to be completed during
 Cole National's fourth quarter, is subject to customary closing
conditions, including regulatory approvals and financing.     

            The Pearle system includes 692 retail locations in North
America, including 343 company-owned stores and 349 franchised
 locations in 43 states, Canada, Puerto Rico and the U.S. Virgin
  Islands, as well as 183 locations in The Netherlands and Belgium
    operated by Pearle B.V. Cole National, through its subsidiary Cole
       Vision Corporation, currently operates more than 1,000 optical retail
       locations, primarily in host stores, under the names "Sears Optical,"
       "Montgomery Ward Vision Center," "BJ's Optical" and "Target Optical."
    The acquisition of Pearle would allow Cole National Corporation to
become a branded name optical retailer.                       

         The Company expects to maintain the well-known Pearle
        Vision(TM) name and to keep the Pearle retail system separate from the
    existing Cole Vision operations. "The acquisition of Pearle adds a
       well-known brand name to our optical business," said Jeffrey A. Cole,
        Chairman and Chief Executive Officer of Cole National Corporation. "We
     are delighted to have the opportunity to become associated with the
     professionals of the Pearle system. I have the greatest respect for
      Dr. Stanley Pearle, the founder of Pearle, Inc., and the quality eye
   care that his name stands for. We also look forward to building a
 constructive and mutually satisfying relationship with Pearle's
franchisees."                                                 

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              Brian Smith, President and Chief Operating Officer of Cole
         National Corporation, said that "The acquisition of Pearle represents a
      significant repositioning of our company. It provides us access to a
         more upscale, fashion conscious customer base, and dramatically expands
         our optical operations beyond our traditional leased department format.
         As a result of this acquisition, we believe that we will establish Cole
  National as a leading provider of eyewear to all segments of the
    optical retail market. We also hope the addition of the 692 Pearle
         locations to our existing 1,500 location eye care network will make our
       network more attractive as a managed vision care provider to HMOs and
other organizations."                                         

             Cole National will pay an aggregate of approximately $165
        million for its acquisition of Pearle, Inc. and minority investment in
  Pearle's European operations. The Company expects to finance the
 acquisition through available cash resources and by the private
      issuance of up to $150 million of subordinated debt by the Company's
         wholly-owned subsidiary, Cole National Group, Inc. Such securities will
 not be registered under the Securities Act of 1933 or any state
   securities laws and accordingly cannot be offered or sold without
      registration or applicable exemption from registration under federal
and applicable state securities laws.                         

               The combination is expected to bring Cole National's annual
   revenues to more than $900 million. "We expect the acquisition of
      Pearle will be accretive to our earnings starting in our next fiscal
         year," said Mr. Cole. "We believe that we can, by working with Pearle's
      employees and franchisees, build the Pearle system into an excellent
complement to our existing operations."                       

               "Grand Metropolitan has indicated for some time that Pearle
     was not a good long-term fit with its business strategy. We've been
     consistently building strength in our optical management team to be
         prepared for significant growth and believe that we are well-positioned
    to rebuild Pearle and its franchise organization," said Mr. Smith.
       "This acquisition will allow us to better serve the growing number of
     Americans who, as the population continues to age, will need vision
products.                                                     

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                  Cole National, headquartered in Cleveland, Ohio, also operates
         more than 780 personalization gift stores in enclosed malls through its
      Things Remembered, Inc. subsidiary and more than 500 personalization
     gift centers in host store environments through its subsidiary Cole
Gift Centers, Inc.                                            

                 The expectations, beliefs and other non-historical statements
       contained in this press release are forward-looking statements within
      the meaning of the Private Securities Litigation Reform Act of 1995.
       Actual results may differ materially due to a variety of factors that
   affect the Company, including the risks associated with acquiring
         Pearle, such as uncertainties relating to its franchise operations, the
         ability of the Company's management to achieve the expected operational
      efficiencies from the combined companies and unforeseen difficulties
     arising from the acquisition, the uncertainties associated with the
         proposed financing, such as market conditions, interest rates and other
    factors affecting the terms or availability of such financing, and
    factors that can adversely affect the Company's operating results,
    liquidity and financial condition such as the Company's ability to
        select and stock merchandise attractive to customers, general economic
      cycles affecting consumer spending, weather factors affecting retail
operations, its quality controls in optical manufacturing and 
   engraving, operating factors affecting customer satisfaction, the
      Company's relationships with its host stores, the mix of goods sold,
   pricing and other competitive factors, and the seasonality of the
Company's business.                                           

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		9/25/96		1					None on these Dates
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