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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 2, 1998
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Belk, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 333-42935 56-2058574
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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2801 West Tyvola Road, Charlotte, North Carolina 28217-4500
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 357-1000
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Former name or former address, if changed since last report: N/A
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This document consists of 4 pages.
The Exhibit Index is at page 4.
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Item 5. Other Events.
On May 2, 1998, pursuant to a Plan and Agreement of Reorganization, as
amended (the "Reorganization Agreement"), dated as of November 25, 1997, among
Belk, Inc., a Delaware corporation (the "Company"), Belk Acquisition Co., a
South Carolina corporation ("Acquisition"), and the Belk Companies named therein
(the "Belk Companies"), the Belk Companies merged with and into the Company and
Acquisition merged with and into Belk-Simpson Company, Greenville, South
Carolina ("Belk-Simpson"), with Belk-Simpson becoming a wholly owned subsidiary
of the Company (the "Reorganization"). As a result of the Reorganization, each
share of capital stock of each of the Belk Companies was converted into the
right to receive the number of shares of Class A Common Stock, par value $.01
per share, set forth in the Reorganization Agreement for each such Belk Company.
In accordance with the terms of the Reorganization Agreement, at the
Effective Time, Sarah Belk Gambrell, Thomas M. Belk, Jr., H. W. McKay Belk, John
R. Belk, David B. Cannon, J. Kirk Glenn, Jr., Karl G. Hudson, Jr., John A. Kuhne
and B. Frank Matthews, II joined the Board of Directors of the Company.
A copy of the press release announcing the Reorganization is attached
hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 7(b)
is not currently available. Such financial information will be
filed as soon as practicable and in no event later than 60
days after the date of this Current Report.
(c) Exhibits.
2.1 - Plan and Agreement of Reorganization, as amended,
dated as of November 25, 1997, among Belk, Inc., Belk
Acquisition Co. and the Belk Companies named therein
(incorporated by reference to Exhibit 2.1 of
Registration Statement Form S-4, File No. 333-42935).
99.1 - Press Release issued by Belk, Inc. on April 17, 1998.
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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.
BELK, INC.
(Registrant)
Date: June 3, 1998 By: /s/ Ralph A. Pitts
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Ralph A. Pitts
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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2.1 - Plan and Agreement of Reorganization, as amended, dated as
of November 25, 1997, among Belk, Inc., Belk Acquisition Co.
and the Belk Companies named therein (incorporated by
reference to Exhibit 2.1 of Registration Statement Form S-4,
File No. 333-42935).
99.1 - Press Release issued by Belk, Inc. on April 17, 1998.
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EXHIBIT 99.1
BELK PRESS RELEASE
Contact:
Steve Pernotto, Senior Vice President or
Darrell Williams, Communications Manager
Belk Stores Services, Inc., Charlotte, NC
(704) 357-1064
For release Friday, April 17, 1998, 9 a.m.
BELK SHAREHOLDERS APPROVE MERGER AND REORGANIZATION;
NAME OF NEW CORPORATION IS BELK, INC.
CHARLOTTE, N.C., April 16, 1998 -- The shareholders of the 112 various
Belk mercantile corporations have approved the merger and reorganization of
their respective corporations into one corporation to be called Belk, Inc. The
merger is expected to become effective on May 2, 1998.
The Belk shareholders took the action at meetings held at Belk Stores
Services, Inc. offices in Charlotte on April 15 and 16. Belk, Inc. will own and
operate 225 Belk department stores located in 13 southeastern and Mid-Atlantic
states, and will maintain headquarters in Charlotte.
"We're delighted that the merger has been approved," said John M. Belk,
who will serve as chairman of the board and chief executive officer of Belk,
Inc. "This is a significant step for Belk stores that will strengthen our
corporate structure and position us for continued growth and expansion for the
long term. It's a positive change that will benefit all of our constituents,
including shareholders, employees and customers."
Belk said the merger will not affect the current operations or
management structure of the company and will not change the names of existing
Belk stores. He also reiterated that there are no plans to sell the company or
take the company public.
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"Belk stores have operated successfully in our markets for nearly 110
years, and we plan to continue providing customers with the same friendly
service, quality merchandise and good value as we always have," said Belk. "Our
former corporate setup served us well for many years, but it was outmoded and
cumbersome. The merger will give us a more efficient, streamlined legal
structure and greater corporate efficiencies that will help us remain strong and
compete effectively in an increasingly competitive retail environment."
Belk said the merger is expected to produce significant expense savings
annually for the company through reduced taxes, improved cash management, and
more cost-effective financing.
Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk of Charlotte,
sons of the late Thomas M. Belk and nephews of John M. Belk, will serve as
presidents and directors of Belk, Inc. Other designated to serve on the initial
Belk, Inc. board of directors were: Sarah Belk Gambrell, Charlotte, N.C., David
Belk Cannon, Cramerton, N.C., J. Kirk Glenn, Jr., Winston- Salem, N.C., Karl G.
Hudson, Jr., Raleigh, N.C., John A. Kuhne, Greenville, S.C., and B. Frank
Matthews, II, Gastonia, N.C.
Belk, Inc. is the largest privately owned department store organization
in the Unite States.
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