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):
March 2, 1998
PAYLESS SHOESOURCE, INC.
(Exact name of registrant as specified in its charter)
Missouri 1-11633 48-0674097
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3231 Southeast Sixth Street
Topeka, Kansas 66607-2207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 233-5171
N/A
(Former name or former address, if changed since last report)
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Items 1 - 4. Not Applicable.
Item 5. Other Events
On March 2, 1998, Payless ShoeSource, Inc., a Missouri corporation
("Payless") announced that it had received a tax ruling from the Internal
Revenue Service, enabling Payless to proceed with its planned repurchase of $150
million worth of the Common Stock, par value $.01 per share, of Payless.
On March 2, 1998 Payless issued a press release with respect to the
foregoing. The foregoing is qualified in its entirety by the text of the Press
Release which is attached hereto as Exhibit 99.
Item 6. Not Applicable.
Item 7. Exhibits.
(99) Press Release, dated March 2, 1998, issued by Payless.
Items 8 - 9. Not Applicable.
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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.
PAYLESS SHOESOURCE, INC.
Date: March 9, 1998 By:
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Name: William J. Rainey
Title: Senior Vice President
PAYLESS SHOESOURCE RECEIVES IRS APPROVAL FOR COMMON STOCK REPURCHASE PROGRAM
TOPEKA, KANSAS, March 2, 1998 -- Payless ShoeSource, Inc. (NYSE:PSS) today
announced that it has received a favorable tax ruling from the Internal Revenue
Service, enabling the company to proceed with the planned repurchase of $150
million worth of its outstanding Common Stock.
At the Feb. 27, 1998, closing price of $67.25, the planned repurchase
represents 2.2 millions shares, or 5.9 percent of the Company's 37.3 million
common shares outstanding. The purchased shares will be held in the treasury for
general corporate purposes.
In September 1997, the company announced that its board of directors had
authorized the repurchase program. Before proceeding, the company sought a
favorable ruling from the IRS to ensure that the repurchase program complies
with tax regulations applicable to companies that have been spun off in tax-free
distributions. Payless ShoeSource was spun off from The May Department Stores
Company in May 1996.
Repurchases are expected to be made from time to time in the open market.
The repurchases, which may be discontinued at any time, will be made under Rule
10b-18 of the Securities Exchange Act, which governs open market repurchase
programs.
During September 1997, the company completed a previously announced $150
million stock repurchase program, totaling 2.8 million shares of Payless
ShoeSource common stock.
Payless ShoeSource is North America's largest family footwear retailer. The
company operates 4,256 Payless ShoeSource stores offering quality family
footwear at affordable prices. Payless also operates 175 Parade of Shoes stores
featuring fashionable women's footwear.
