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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: September 5, 1997
BRUNO'S, INC.
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(Exact name of registrant as specified in its charter)
Alabama 0-6544 63-0411801
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(State or other jurisdiction) (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
800 Lakeshore Parkway
Birmingham, Alabama 35211
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(address of principal executive office) (zip code)
Registrant's telephone number, including area code: 205-940-9400
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ITEM 5. OTHER EVENTS.
On September 5, 1997, Bruno's, Inc. (the "Company") made the announcement set
forth in Exhibit 99.2.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those contained in forward-looking statements
of the Company made by or on behalf of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as Exhibits to this Report.
Exhibit No. Description of Exhibit
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99.1 Cautionary statement for purposes of the "Safe
Harbor" provisions of the Private Securities
Litigation Reform Act of 1995.
99.2 Press Release
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SIGNATURE
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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.
BRUNO'S, INC.
(Registrant)
Date: September 5, 1997 By: /s/ JAMES J. HAGAN
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James J. Hagan
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information about their companies without fear of litigation so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the statement. The Company
desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and is filing this Form 8-K in order
to do so. Accordingly, the Company hereby identifies the following important
factors which could cause the Company's financial results to differ materially
from any such results which might be projected, forecast, estimated or budgeted
by the Company in forward-looking statements.
(a) Heightened competition, including specifically the
intensification of price competition; the entry of new competitors; and
the expansion, renovation and opening of new stores by new and existing
competitors.
(b) Failure to obtain new customers or retain existing
customers.
(c) Inability to carry out marketing, sales and capital plans.
(d) Insufficiency of financial resources to renovate and
expand store base.
(e) Prolonged dispute with labor.
(f) Economic downturn in the Southeast region.
(g) Loss or retirement of key executives.
(h) Higher selling, general and administrative expenses
occasioned by the need for additional advertising, marketing,
administrative, or management information systems expenditures.
(i) Adverse publicity and news coverage.
The foregoing review of factors pursuant to the Private Litigation Securities
Reform Act of 1995 should not be construed as exhaustive or as any admission
regarding the adequacy of disclosures made by the Company prior to this filing.
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EXHIBIT 99.2
PRESS RELEASE
Contact: JIM HAGAN FOR IMMEDIATE RELEASE
Phone: 205-912-4562 SEPTEMBER 5, 1997
BIRMINGHAM - Bruno's, Inc. today announced that its same store sales
for the first six months of its current fiscal year decreased by 5.6% compared
to the first six months of the prior fiscal year. Same store sales for the
second quarter of the current fiscal year decreased by 8.7% compared to the
same quarter of the prior year.
The current fiscal year of Bruno's began on February 2, 1997 and will
end on January 31, 1998. Consistent with past practice, Bruno's expects to
release the complete financial results for the second quarter of the current
fiscal year on September 12, 1997. Bruno's expects that its earnings before
interest, taxes, depreciation and amortization (EBITDA) for the second quarter
will decline by approximately one-third from the current year's first quarter
level.
Due to the decline in the Company's operating performance, Bruno's
has sought and obtained an amendment and waiver of certain financial covenants
included in its bank credit facility. The waiver will permit the Company to
utilize up to $200 million under the revolving credit portion of its bank
credit facility through January 30, 1998, the date the waiver expires. At
August 2, 1997, the Company had borrowed $81.5 million under the revolving
credit portion of its credit facility. Bruno's expects shortly to commence
discussions with its senior lenders concerning an amendment to its credit
facility that will address the Company's long-term financial needs.
