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): January 31, 1997
Wherehouse Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4608339
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
19701 Hamilton Avenue
Torrance, California 90502-1334
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 538-2314
None
_____________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 31, 1997, the registrant acquired (the
"Acquisition") substantially all the assets of Wherehouse
Dissolution Co. ("Old Wherehouse"), a Delaware corporation, and
its parent company, WEI Holdings, Inc., a Delaware corporation
(collectively, the "Predecessors"). The Commission File Number
for Old Wherehouse is 1-8281. Prior to the Acquisition, Old
Wherehouse was known as "Wherehouse Entertainment, Inc.," and,
after the Acquisition, Old Wherehouse changed its name to WEI
Dissolution Co. Prior to the Acquisition, the registrant was
known as WEI Acquisition Co., and, after the Acquisition, the
registrant changed its name to "Wherehouse Entertainment, Inc."
The Predecessors are debtors and debtors-in-possession,
in Case No. 95-911 (HSB) (Jointly Administered) (the "Bankruptcy
Case") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The Predecessors' plan of
reorganization, entitled the "Debtors' First Amended Chapter 11
Plan, as Revised for Technical Corrections dated October 4, 1996
and Supplemental Amendments on December 2, 1996 and December 13,
1996" (the "Plan"), was confirmed by an order of the Bankruptcy
Court entered on January 7, 1997 entitled "Findings of Fact,
Conclusions of Law and Order Confirming Debtors' First Amended
Chapter 11 Plan Under Chapter 11 of the Bankruptcy Code" (the
"Confirmation Order"). The effective date of the Plan occurred
on January 31, 1997.
The entry of the Confirmation Order and the material
features of the Plan are discussed in more detail in the Current
Report on Form 8-K filed by Old Wherehouse with the Securities
and Exchange Commission (the "Commission") on January 22, 1997
(the "Prior Bankruptcy 8-K"). The Prior Bankruptcy 8-K is
incorporated herein by reference to Exhibit 5.1 hereto. The Plan
is incorporated herein by reference to Exhibit 5.2 hereto, and
the Confirmation Order is incorporated herein by reference to
Exhibit 5.3 hereto.
The consummation of the Acquisition, the effectiveness
of the Plan and the transactions entered into in connection
therewith are discussed in more detail in the Current Report on
Form 8-K filed with the Commission by Old Wherehouse on February
12, 1997 (the "Prior Acquisition 8-K"). The Prior Acquisition 8-
K is incorporated herein by reference to Exhibit 5.4 hereto.
The Predecessors transferred substantially all of their
tangible and intangible assets (which related principally to Old
Wherehouse's retail music distribution business and related
activities) to the registrant as of the closing of the
Acquisition. The registrant intends to use the assets acquired
from the Predecessors to continue the business of the
Predecessors.
In consideration for such assets, the registrant
assumed certain of the Predecessors' liabilities and issued
shares of the registrant's common stock, par value $0.01 per
share (the "Common Stock") and warrants to purchase Common Stock
to the creditors of the Predecessors as described in more detail
in the Prior Bankruptcy 8-K. The registrant was formed for the
purpose of acquiring substantially all the assets of the
Predecessor in exchange for the issuance of its Common Stock and
the warrants and the assumption of the liabilities and
obligations of the Predecessor as provided in the Plan.
The registrant is the successor to the Predecessors as
a result of the Acquisition and the other transactions entered
into pursuant to the Plan, and the registrant hereby undertakes
to assume the reporting obligations of Old Wherehouse, including
the filing of the Annual Report on Form 10-K for the fiscal year
ended January 31, 1997.
ITEM 7. EXHIBITS.
The following exhibits are incorporated by reference into
this Current Report.
Exhibit
Number
5.1 Current Report on Form 8-K previously filed by Old
Wherehouse with the Commission on January 22, 1997 and
incorporated herein by reference.
5.2 Debtors' First Amended Chapter 11 Plan, as Revised for
Technical Corrections dated October 4, 1996 and
Supplemental Amendments on December 2, 1996 and
December 13, 1996 (previously filed as Exhibit A of
Exhibit 3.1 of the Prior Bankruptcy 8-K and
incorporated herein by reference).
5.3 Findings of Fact, Conclusions of Law and Order
Confirming Debtors' First Amended Chapter 11 Plan Under
Chapter 11 of the Bankruptcy Code (previously filed as
Exhibit 3.1 of the Prior Bankruptcy 8-K and
incorporated herein by reference).
5.4 Current Report on Form 8-K previously filed by Old
Wherehouse with the Commission on February 12, 1997 and
incorporated herein by reference.
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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.
WHEREHOUSE ENTERTAINMENT, INC.
(Registrant)
/s/ Eliot Cobb
Date: March 21, 1997 By____________________________
(Signature)
Name: Eliot Cobb
Treasurer and Assistant
Secretary
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