FACTORY CARD OUTLET CORP
8-K, 1998-05-29
MISCELLANEOUS SHOPPING GOODS STORES
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<PAGE>   1
                       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
                                        
                                  May 26, 1998
                                  ------------
                Date of Report (Date of earliest event reported)
                                        
                                        
                           FACTORY CARD OUTLET CORP.
                           -------------------------
            (Exact name of registrant as specified in its charter )
                                        
                  Delaware            21859          36-3652087
         --------------------------------------------------------------
             (State or other    (Commission     (IRS Employer
             jurisdiction of    File Number)   Identification No.)
             incorporation    
                                        
                 2727 DIEHL ROAD, NAPERVILLE, ILLINOIS    60563
               --------------------------------------------------
             (address of principal executive offices)    (Zip Code)
                                        
                                        
                                 (630) 579-2000
                                 --------------
                        (Registrant's telephone number)


<PAGE>   2

ITEM 5. OTHER EVENTS.

     On May 26, 1998, Factory Card Outlet Corp. (the "Registrant") announced
that Stewart M. Kasen, Chairman, has been named President and Chief Executive
Officer of the Registrant.  The Registrant also reported its first quarter
results.

     A copy of the Registrant's press release, dated May 26, 1998, is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 

EXHIBIT NO. DESCRIPTION 

99.1      Press Release of Factory Card Outlet Corp. issued May 26, 1998.

<PAGE>   3

                                  SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                    FACTORY CARD OUTLET CORP.
                                                  
                                                    /s/ Stewart M. Kasen
                                                    --------------------------
                                                    Stewart M. Kasen  
                                                    President         



Dated:    May 26, 1998 


<PAGE>   4


                                EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION         

99.1           Press Release of Factory Card Outlet Corp. issued May 26, 1998








<PAGE>   1
Contact:  Tom Stoltz                             Jason Lynch            
          Factory Card Outlet                    Roanne Kulakoff        
          Vice President/Finance                 James Fingeroth        
          630-579-2230                           Kekst and Company      
                                                 212-521-4800          
                                                                        
                                                 FOR IMMEDIATE RELEASE  
                       
                       


                FACTORY CARD OUTLET NAMES KASEN PRESIDENT AND
           CHIEF EXECUTIVE OFFICER: REPORTS FIRST QUARTER RESULTS

NAPERVILLE, IL, May 26, 1998 -- Factory Card Outlet Corp. (NASDAQ:FCPY)
announced today that Stewart M. Kasen, Chairman, has been named President and   
Chief Executive Officer of this chain of superstores selling party supplies and
special occasion merchandise at everyday value prices.

Mr. Kasen, 58, has been Chairman of Factory Card Outlet since April, 1997 and a
Director of the Company since September, 1996. He has had a long and
distinguished retailing career, most recently as Chairman, President and Chief
Executive Officer of Best Products, a position he held from 1991 to 1996. Prior
to joining Best, he spent 24 years at Carter Hawley Hale as President and Chief
Executive Officer of Emporium Capwell, an $800 million division, and before
that, as President and Chief Executive of its Thalhimer's division.

Mr. Kasen succeeds Charles R. Cumello, who has resigned as an officer and a
director of the Company to pursue other opportunities.

A spokesman for the Company's Board of Directors stated, "We are fortunate to
have a person of Stewart Kasen's caliber and experience leading the Company. He
has a terrific understanding of our business and industry. We, as a company,
are as excited about the future as we have ever been."

The Company also announced today results for its first quarter ended May 2,
1998. Net Income for the first quarter increased over 50% to $568,000 from
$375,000 last year. Fully diluted earnings per share increased 40% to $0.07
from $0.05. Sales for the first quarter rose 51.3% to $49.9 million from $32.9
million last year. On a comparable store basis, sales for the quarter rose
3.1%.


<PAGE>   2



Mr. Kasen, said, "Our comparable store sales were somewhat below expectations,
but our new store sales were ahead of plan due to earlier openings within the
quarter. Comparable store sales were impacted by system conversion issues
associated with the consolidation of our Bensenville distribution facilities
into our new Naperville center. The new distribution center will support our
future growth and improve efficiency, but, initially, there has been an uneven
flow of merchandise to our stores resulting in stock outs in certain basic
items. These system issues have been identified and are being corrected.
However, we anticipate that this problem will adversely affect second quarter
earnings by up to $0.20 per share. The Wall Street consensus estimate, prior to
this announcement, had been for second quarter earnings per share of $0.27."

The Company further announced that its Annual Meeting of Stockholders,
currently scheduled for June 26, 1998, has been postponed to a date to be
announced in the future, because of Board composition issues related to Mr.
Cumello's resignation.

Factory Card Outlet is a chain of company-owned superstores offering a vast
assortment of party supplies, greeting cards, gift wrap and other special
occasion merchandise at everyday value prices. The Company currently operates
194 stores in 22 states.

This press release regarding the quarterly results of Factory Card Outlet Corp.
includes forward-looking statements as defined in the Private Securities
litigation Reform Act of 1995. Forward-looking statements do not constitute
historical facts and involve risks and factors may cause actual results to be
materially different than current estimates and cause actual results to differ
materially from the information contained in this press release is readily
available in the Company's Transition Report on Form 10-K. Copies of this
Transition Report are available on request directed to the President of the
Company.

                               (Table follows)




<PAGE>   3

                          FACTORY CARD OUTLET CORP.
                               AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)

<TABLE>
<CAPTION>


                                               May 2,             January 31, 
                                                1998                  1998    
                                             --------             -----------
(In thousands)                                                                
<S>                                          <C>                  <C>
         ASSETS                                                               
Current assets:                                                               
  Cash                                       $    164             $      30   
  Receivables                                   1,041                 2,009   
  Inventories                                  79,097                72,911   
  Other current assets                          1,912                 2,105   
                                             --------              --------
        Total current assets                   82,214                77,065
                                                                              
Fixed assets, net                              40,134                38,507   
Deferred Income Taxes                             493                   493   
Other Assets                                      304                   188   
                                             --------              --------
        Total assets                         $123,145              $116,243   
                                             ========              ========
                                                                              

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                           $ 21,892                20,250 
  Accrued expenses                              3,902                 4,754 
  Other current liabilities                     1,978                 1,821 
                                             --------              --------
        Total current liabilities              27,772                26,825 
Revolving credit note payable                  34,968                29,700 
Deferred rent liabilities                       5,909                 5,316 
Other long-term liabilities                     2.069                 2,668 
                                             --------              --------
        Total liabilities                      70,718                64,509 
Total stockholders' equity                     52,427                51,734 
                                             --------              --------
        Total liabilities and stockholders' 
         equity                              $123,145              $116,243
                                             ========              ========
</TABLE>

<PAGE>   4

                          FACTORY CARD OUTLET CORP.
                               AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (UNAUDITED)


<TABLE>
<CAPTION>

                                                  FIRST QUARTER ENDED
                                                  -------------------
                                               MAY 2,             APRIL 26
                                                1998                1997
                                              --------           -----------

(Dollars thousands except for earnings 
  per share data)

<S>                                        <C>                 <C>
Net Sales                                  $    49,862         $    32,946
Cost of sales and occupancy                     32,183              20,459
                                           -----------         -----------
       Gross profit                             17,679              12,487
Selling, general and administrative 
  expenses                                      15,951              11,713
                                           -----------         -----------
       Income from operations                    1,728                 774
Interest expense                                   781                 127
                                           -----------         -----------
       Income before taxes                         947                 647
Income taxes                                       379                 272
                                           -----------         -----------
Net Income                                 $       568         $       375
                                           ===========         ===========

Earnings per share
       Basic                               $      0.08         $      0.05
                                           ===========         ===========
       Diluted                             $      0.07         $      0.05
                                           ===========         ===========

Weighted average shares outstanding
       Basic                                 7,354,386           7,210,791
                                             =========           =========
       Diluted                               8,096,974           7,988,643
                                             =========           =========


</TABLE>




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