UNITED STATES
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) December 17, 1998
DIAMOND HOME SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20829 36-3886872
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
222 Church Street
Woodstock, IL 60098
(Address of principal executive offices)
Registrant's telephone number, including area code (815) 334-1414
None
(Former name or address, if changed since last report)
ITEM 5. OTHER EVENTS.
Effective December 17, 1998, Diamond Exteriors, Inc., a wholly owned
subsidiary of the Registrant, ("Exteriors") executed an agreement with Sears,
Roebuck and Co. ("Sears") that extended through June 30, 1999 the term of the
License Agreement, dated as of January 1, 1996, between Sears and Exteriors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits (numbered pursuant to Item 601 of Registration S-K)
(10) Amendment Agreement Extension, dated December 17,
1998, between Sears, Roebuck and Co. and Diamond
Exteriors, Inc.
(99) Press release dated December 17, 1998.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Diamond Home Services, Inc.
(Registrant)
/s/ Richard G. Reece
Date: December 17, 1998 Richard G. Reece
Vice President and Chief Financial Officer
(For the Registrant and as
Principal Accounting Officer)
AMENDMENT AGREEMENT EXTENSION
THIS AMENDMENT AGREEMENT is made and entered into on December 17, 1998
by and between SEARS, ROEBUCK AND CO., a New York corporation (hereinafter
called "Sears") and DIAMOND EXTERIORS, INC., a Delaware corporation (hereinafter
called "Licensee").
Reference is made to the License Agreement entered into by and between
Sears and Licensee wherein Sears granted to Licensee the privilege of conducting
and operating, and Licensee hereby agreed to conduct and operate, pursuant to
the terms, provisions and conditions contained in the License Agreement, a
business for the selling, furnishing and installing of certain Sears approved
products in the Sears Market Area(s) designated in Exhibit A. Said License
Agreement, as the same may hereto have been extended, amended, modified and/or
supplemented, is referred to hereinafter as the "License Agreement".
In consideration of mutual covenants and promises of Sears and Licensee
contained in said License Agreement and contained herein, Sears and Licensee
hereby mutually agree that the term of said License Agreement shall be and
hereby is extended until the close of business on June 30, 1999. Said License
Agreement is in all other respects fully ratified and confirmed, including any
mutual rights of termination contained therein.
IN WITNESS WHEREOF, the parties hereto set their hands and affix their
seal(s), the corporate party of parties by its or their proper officers or
agents duly authorized thereunto.
SEARS, ROEBUCK AND CO. DIAMOND EXTERIORS, INC.
By: By: /s/ Joseph U. Schorer
Ed Sosniak Print Name: Joseph U. Schorer
National Operations Manager Title: Vice President & General
Counsel
By:
Terry Lenkey
National Business Manager
DIAMOND HOME SERVICES SIGNS
SEARS LICENSE AGREEMENT EXTENSION
Woodstock, IL (December 17, 1998) - Diamond Home Services, Inc. today announced
that its subsidiary, Diamond Exteriors, Inc., extended its license agreement
through June 30, 1999, with Sears, Roebuck and Co., pending execution of a new
definitive agreement. The current 3-year license agreement with Sears is
scheduled to expire December 31, 1998.
Diamond Exteriors agreed to the license agreement extension in order to allow
itself sufficient time to review and negotiate the new form of agreement. Sears
anticipates delivering the new form of agreement to Diamond Exteriors before
year end. Once Diamond Exteriors has had a chance to review it, both parties
will meet shortly thereafter to discuss and finalize terms for signature. Sears
has also informed Diamond Exteriors that the material financial terms of the new
form of agreement will, when taken as a whole, be no less favorable to Diamond
Exteriors than those provided in Diamond Exteriors's existing license agreement.
Diamond Home Services, Inc. is a leading national marketer and contractor of
installed home improvement products, including roofing systems, gutters, doors,
and fencing. The Company markets its installed home improvement products and
services directly to consumers, primarily under the "SEARS" name. Through its
finance subsidiary, Marquise Financial Services, Inc., the Company also offers
financing to its customers. The Company has 66 sales offices located in major
cities across the U.S., providing the Company with a presence in markets
covering approximately 80% of the owner-occupied households in the U.S. In
addition, the Company, through its subsidiary, Reeves Southeastern Corporation,
is one of the largest manufacturers and distributors of fencing and perimeter
security products to the industrial and residential markets in the U.S. Reeves
Southeastern operates 31 distribution centers primarily in the eastern half of
the U.S.
Certain statements contained herein, including without limitation, statements
addressing the beliefs, plans, objectives estimates or expectations of the
Company or future results or events constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known or unknown risks, including, but not
limited to, general economic and business conditions, matters related to the
licensing agreement between Diamond Exteriors, Inc. and Sears, Roebuck and Co.,
warranty exposure, the Company's reliance on sales associates and on the
availability of qualified independent installers, lead activity and costs
related thereto, and conditions in the installed home improvement industry.
There can be no assurance that the actual future results, performance, or
achievements expressed or implied by such forward-looking statements will occur.
Users of forward-looking statements are encouraged to review Item 7 of the
Company's 1997 annual report on Form 10-K, its filings on Form 10-Q,
management's discussion and analysis in the Company's 1997 annual report to
stockholders, the Company's filings on Form 8-K, and other federal securities
law filings for a description of other important factors that may affect the
Company's business, results of operations and financial condition.
