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Gottschalks Inc · 8-K · For 8/20/98

Filed On 9/3/98   ·   Accession Number 790414-98-11   ·   SEC File 1-09100

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  As Of                Filer                Filing    For/On/As Docs:Size

 9/03/98  Gottschalks Inc                   8-K:2       8/20/98   11:583K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    23K 
10: EX-2.10     Plan of Acquisition, Reorganization, Arrangement,     54±   227K 
                          Liquidation or Succession                              
11: EX-2.11     Plan of Acquisition, Reorganization, Arrangement,     42±   174K 
                          Liquidation or Succession                              
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,      9±    39K 
                          Liquidation or Succession                              
 3: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,     12±    55K 
                          Liquidation or Succession                              
 4: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,      6±    27K 
                          Liquidation or Succession                              
 5: EX-2.5      Plan of Acquisition, Reorganization, Arrangement,      6±    24K 
                          Liquidation or Succession                              
 6: EX-2.6      Plan of Acquisition, Reorganization, Arrangement,     17±    79K 
                          Liquidation or Succession                              
 7: EX-2.7      Plan of Acquisition, Reorganization, Arrangement,      7±    35K 
                          Liquidation or Succession                              
 8: EX-2.8      Plan of Acquisition, Reorganization, Arrangement,     54±   225K 
                          Liquidation or Succession                              
 9: EX-2.9      Plan of Acquisition, Reorganization, Arrangement,     54±   227K 
                          Liquidation or Succession                              


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 2. Acquisition or Disposition of Assets
"Item 7. Financial Statements, Pro Forma Financial Information and Exhibits


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): August 20, 1998 GOTTSCHALKS INC. _______________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 1-09100 77-0159791 _______________________________________________________ (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 7 RIVER PARK PLACE EAST, FRESNO, CALIFORNIA 93720 _______________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (209) 434-4800 Not Applicable _______________________________________________________ (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets. As of August 20, 1998, Gottschalks Inc. (the "Registrant") completed its previously announced acquisition of substantially all of the assets and business of The Harris Company ("Harris"), including the operation of nine department stores located in southern California. The purchased assets consist primarily of inventory, receivables, furniture, fixtures, equipment, cash and certain intangibles. The purchase price for these assets was the issuance to Harris of 2,095,900 shares of the Registrant's common stock, an 8% Non-Negotiable, Extendable, Subordinated Note due August 20, 2003 in the aggregate principal amount of $22,179,598 and the assumption of certain liabilities relating to the business, including vendor payables, store leases and certain other contracts relating to the business. The purchase price was determined as a result of arms-length negotiations between the Registrant and Harris. The Harris Stores will be operated by the Registrant under the name "Harris/Gottschalks" and are located in the cities of Bakersfield, Hemet, Indio, Moreno Valley, Palmdale, Redlands, Riverside, San Bernardino, and Victorville. The Registrant entered into new long-term store leases with El Corte Ingles, S.A. ("ECI"), the owner of Harris, with respect to the stores located in Bakersfield, Moreno Valley, and Palmdale. (See Exhibits 2.8, 2.9 and 2.10 hereto.) Registrant also entered into a short-term lease with ECI for the store in San Bernardino which expires on January 30, 1999. (See Exhibit 2.11 hereto.) The Registrant assumed Harris' leases for the other stores. In connection with the transaction, ECI, the Registrant, Joseph Levy and Bret Levy entered into a Stockholders' Agreement which provides for the voting of shares owned by such stockholders in the election of directors, including ECI's right to nominate two persons (subject to adjustment under certain circumstances) to the Registrant's Board of Directors, and restricts ECI's transfer of shares of the Registrant. (See Exhibit 2.6 hereto.) The parties also entered into a Standstill Agreement restricting ECI's activities as an owner of the Registrant's stock and a Registration Rights Agreement granting Harris certain rights to participate in a registration statement filed by the Registrant with the Securities and Exchange Commission. (See Exhibits 2.7 and 2.3 hereto.) As part of the transaction, Harris and the Registrant also entered into an Employee Lease Agreement whereby the Registrant would obtain the services of certain of Harris' employees for a transition period following the closing of the transaction. (See Exhibit 2.4 hereto.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Information of Business Acquired. The following financial information and independent auditors' reports are not included herewith and will be filed by amendment not later than 60 days after the date on which this Current Report on Form 8-K is required to be filed: (i) Audited financial statements of Harris for the fiscal years ended January 31, 1998, February 1, 1997 and February 3, 1996 and the independent auditors' report of Eadie & Payne with respect thereto. (ii) Unaudited financial statements of Harris for the six months ended August 1, 1998. (b) Pro Forma Financial Information. The following pro forma financial information is not included herewith and will be filed by amendment not later than 60 days after the date on which this Current Report on Form 8-K is required to be filed: (i) Gottschalks Inc. pro forma consolidated statement of operations for the fiscal year ended January 31, 1998. (ii) Gottschalks Inc. pro forma consolidated statement of operations for the six months ended August 1, 1998. (iii) Gottschalks Inc. pro forma consolidated balance sheet as of August 1, 1998. (c) Exhibits. Exhibit Number Description 2.2 Non-Negotiable, Extendable, Subordinated Note due August 20, 2003 issued to The Harris Company. 2.3 Registration Rights Agreement between The Harris Company and Gottschalks Inc. dated August 20, 1998. 2.4 Employee Lease Agreement between The Harris Company and Gottschalks Inc. dated August 20, 1998. 2.5 Tradename License Agreement between The Harris Company and Gottschalks Inc. dated August 20, 1998. 2.6 Stockholders' Agreement among El Corte Ingles, S.A., Gottschalks Inc., Joseph Levy and Bret Levy dated August 20, 1998. 2.7 Standstill Agreement between El Corte Ingles, S.A. and Gottschalks Inc. dated August 20, 1998. 2.8 Store Lease Agreement between El Corte Ingles, S.A. and Gottschalks Inc. dated August 20, 1998 re: East Hills Mall, Bakersfield, California. 2.9 Store Lease Agreement between El Corte Ingles, S.A. and Gottschalks Inc. dated August 20, 1998 re: Moreno Valley Mall at Towngate, Moreno Valley, California. 2.10 Store Lease Agreement between El Corte Ingles, S.A. and Gottschalks Inc. dated August 20, 1998 re: Antelope Valley Mall, Palmdale, California. 2.11 Store Lease Agreement between El Corte Ingles, S.A. and Gottschalks Inc. dated August 20, 1998 re: Carousel Mall, San Bernardino, California. 23.1 Consent of Eadie & Payne LLP * * To be filed by amendment. 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 thereunto duly authorized. GOTTSCHALKS INC. By: /s/ Alan A. Weinstein Senior Vice President, Chief Financial Officer DATED: September 2, 1998

Dates Referenced Herein   and   Documents Incorporated By Reference

This 8-K Filing   Date   Other Filings
2/3/9610-K
2/1/9710-K
1/31/9810-K
8/1/9810-Q
For The Period Ended8/20/988-K/A
9/2/98
Filed On / Filed As Of9/3/98
1/30/9910-K
8/20/03
 
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Filing Submission 0000790414-98-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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