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Peebles Inc · 8-K/A · For 6/29/98

Filed On 9/11/98   ·   Accession Number 804125-98-11   ·   SEC File 33-27126

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

 9/11/98  Peebles Inc                       8-K/A:7     6/29/98    4:198K

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            4     25K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     41±   154K 
                          Liquidation or Succession                              
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,     19±    73K 
                          Liquidation or Succession                              
 4: EX-99       Miscellaneous Exhibit                                 21±    89K 


8-K/A   —   Amendment to Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 7. Financial Statements and Exhibits (dollars in thousands, except per share amounts)
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K/A AMENDED CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 29, 1998. Commission file number 33-27126 ------------- PEEBLES INC. Virginia 54-0332635 ------------------------ ----------------- (State of Incorporation) (I.R.S. Employer Identification No.) One Peebles Street South Hill, Virginia 23970-5001 ------------------------ ----------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code:(804)447-5200 --------------
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Item 7. Financial Statements and Exhibits (dollars in thousands, except per share amounts) AMENDMENT TO PRIOR REPORT: This Current Report on Form 8-K/A hereby amends and makes reference to the registrant's Current Report on Form 8-K dated (and filed) July 14, 1998 reporting Item 2, Acquisition of Assets, which is incorporated herein by reference. (a) HISTORICAL FINANCIAL STATEMENTS: The historical audited financial statements of the Ira A. Watson Co. for the fiscal years ended January 3, 1998 and December 28, 1996 are included as Exhibit 99 to this Amended Current Report on Form 8-K/A. (b) PROFORMA FINANCIAL INFORMATION: On June 29, 1998, a merger (the "Watson Merger") was consummated whereby the Ira A. Watson Co. ("Watson's"), a Delaware corporation, became a wholly-owned subsidiary of Peebles Inc. ("Peebles" or the "Company"), a Virginia corporation. The $4,451 cash purchase price included $1,848 to the equity holders of Watson's, $1,352 to a financial services company for the Watson's proprietary credit card accounts receivable, and $1,251 in acquisition expenses. Proceeds used to fund the Watson Merger were provided by the Company's Credit Agreement, as amended and restated on June 29, 1998 (the "1998 Credit Agreement"). The Watson Merger has been accounted for under the purchase method of accounting. The preliminary allocation of the purchase price is as follows: Purchase Price $ 4,451 Tangible net assets (liabilities) acquired: Accounts receivable, net $ 1,185 Merchandise inventory, net 10,000 Fixed assets, net 5,446 Bank debt (10,403) Trade liabilities, net (6,290) Other net liabilities (1,589) ---------- Tangible net assets (liabilities) acquired (1,651) ----------- Excess of cost over net assets acquired $ 6,102 The excess of cost over net assets acquired is being amortized over a twenty-five year period beginning June 29, 1998. Watson's, with its corporate headquarters and distribution center located in Knoxville, TN, operated 24 store locations in seven states immediately prior to the Watson Merger. Subsequent to the Watson Merger, Peebles will continue to operate the distribution center in Knoxville as a component of the Company's logistics network. The corporate office was closed in August as all corporate responsibilities were transferred to the Peebles corporate office in South Hill, VA. Peebles will continue to operate 22 of the store locations as Watson's through the end of the fiscal year, closing two store locations in August 1998. The following unaudited proforma financial information reflects the results of theCompany's operations as if the Watson Merger occurred at February 2, 1997, the beginning of Peebles' fiscal year ended January 31, 1998 ("1997"). The Watson'sfiscal year 1997 began on December 29, 1996 and ended January 3, 1998. These proforma results have been prepared for comparison purposes only and do not purport to be indicative of what would have occurred had the Watson Merger taken place at the beginning of 1997 or of results which may occur in the future.
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PEEBLES INC. UNAUDITED PROFORMA FINANCIAL RESULTS CONDENSED CONSOLIDATED STATEMENT OF INCOME (dollars in thousands, except per share amounts) [Download Table] Peebles Watson's Fiscal Year Fiscal Year Ended Ended Proforma Proforma January 31, 1998 January 3, 1998 Adjustments Results ---------------- --------------- ----------- --------- (Historical) (Historical) NET SALES $ 217,694 $ 80,441 $ -- $ 298,135 COSTS AND EXPENSES Cost of sales 130,820 54,328 -- 185,148 Selling, general and administrative expenses 60,324 28,121 -- 88,445 Depreciation and amortization (Note 1) 6,648 1,214 466 8,328 -------- ------ ------ --------- 197,792 83,663 466 281,921 -------- ------- ------ --------- OPERATING INCOME (LOSS) 19,902 (3,222) (466) 16,214 OTHER INCOME 444 1,590 -- 2,034 INTEREST EXPENSE (Note 2) 9,609 1,659 417 11,685 ------- ------- ------ ------- EARNINGS (LOSS) BEFORE INCOME TAXES 10,737 (3,291) (883) 6,563 INCOME TAXES 4,687 10 -- 4,697 -------- ------- ------ ------- NET INCOME (LOSS) $ 6,050 $ (3,301) $ (883) $ 1,866 ======== ======== ======== ======== Weighted average common stock outstanding 1,000 ======== Net income per share $ 1,866 The unaudited proforma financial information presented below reflects the results of the Company's operations as if the Watson Merger occurred at February 1, 1998, the beginning of Peebles' six-month period ended August 1, 1998. The comparable Watson's six-month period ended June 28, 1998. These proforma results have been prepared for comparison purposes only and do not purport to be indicative of what would have occurred had the Watson Merger taken place at February 1, 1998 or of results which may occur in the future. PEEBLES INC. UNAUDITED PROFORMA FINANCIAL RESULTS CONDENSED CONSOLIDATED STATEMENT OF INCOME (dollars in thousands, except per share amounts) [Download Table] Peebles Watson's (unaudited) Six-Month Period Six-Month Period Ended Ended Proforma Proforma August 1, 1998 June 28, 1998 Adjustments Results ---------------- ------------ ----------- ---------- (Historical) (Historical) NET SALES $ 108,711 $ 24,208 $ -- $ 132,919 COSTS AND EXPENSES Cost of sales 64,737 16,375 -- 81,112 Selling, general and administrative expenses 32,280 10,524 -- 42,804 Depreciation and amortization (Note 1) 3,677 514 233 4,424 --------- --------- ---------- -------- 100,694 27,413 233 128,340 ========= ========= ========= ======== OPERATING INCOME(LOSS) 8,017 (3,205) (233) 4,579 OTHER INCOME 30 24 -- 54 INTEREST EXPENSE(Note 2) 4,682 574 209 5,465 --------- --------- -------- -------- EARNINGS (LOSS) BEFORE INCOME TAXES 3,365 (3,755) (442) (832) INCOME TAXES 1,346 -- -- 1,176 --------- --------- -------- -------- NET INCOME (LOSS) $ 2,019 $ (3,755) $ (442) $ (2,008) Weighted average common stock outstanding 1,000 ========= Net income (loss) per share $ (2,008) NOTES TO THE UNAUDITED PROFORMA FINANCIAL RESULTS (dollars in thousands) 1. Adjustment to record additional amortization expense related to $6,102 increase in the excess of cost over net assets acquired, and $2,364 in acquisition and financing expenses related to the Watson Merger. 2. Adjustment to record additional interest expense associated with the funding required to consummate the Watson Merger. Additional borrowings of $24,000 under the 1998 Credit Agreement are partially offset by the elimination of Watson's pre-acquisition debt and certain trade liabilities totaling $17,895. (c) EXHIBITS: Number Exhibit 2.2 Merger Agreement, dated May 21, 1998, by and among the Registrant, Peebles Inc., and the Ira A. Watson Co. 2.3 Stock Purchase Agreement, dated May 21, 1998, by and among Registrant, the Ira A. Watson Stock Bonus (ESOP) Retirement Plan, the Katherine Agnes Watson Testamentary Trust, Constance Hewitt and the First Preferred Sellers, as defined. 99 Audited Financial Statements of the Ira A. Watson Co. for the fiscal years ended January 3, 1998 and December 28, 1996. Pursuant to Rule 601 (b)(2) of Regulation S-K, the registrant agrees to furnish supplementally to the Securities and Exchange Commission, upon request, any omitted schedules or similar attachments to Exhibits 2.2 and 2.3.
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SIGNATURES 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 PEEBLES INC. ------------------ (Registrant) Dated: September 11, 1998 By: /s/ Michael F. Moorman ---------------------------------- Michael F. Moorman President and Chief Executive Officer (Principal Executive Officer) EXHIBIT INDEX Number Exhibit 2.2 Merger Agreement, dated May 21, 1998, by and among the Registrant, Peebles Inc., and the Ira A. Watson Co. 2.3 Stock Purchase Agreement, dated May 21, 1998, by and among the Registrant, the Ira A. Watson Stock Bonus (ESOP) Retirement Plan, The Katherine Agnes Watson Testamentary Trust, Constance Hewitt and the First Preferred Sellers, as defined. 99 Audited Financial Statements of the Ira A. Watson Co. for the fiscal years ended January 3, 1998 and December 28, 1996.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 8-K/A Filing   Date First   Last      Other Filings
12/28/9624
12/29/962
2/2/972
1/3/9824
1/31/982310-K405
2/1/983
5/21/983410-Q
6/28/983
For The Period Ended6/29/9812
7/14/9828-K
8/1/98310-Q
Filed On / Filed As Of9/11/984
 
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