Document/Exhibit Description Pages Size
1: 8-K Current Report 4± 24K
10: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 54± 227K
Liquidation or Succession
11: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 42± 175K
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± 56K
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± 36K
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± 226K
Liquidation or Succession
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
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