As filed with the Securities and Exchange Commission on August 11, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1729843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
Telephone Number 817 252-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Copies of all communications to:
J. Rodney Lawrence, Esq. C. William Blair, Esq.
Pier 1 Imports, Inc. Kelly Hart & Hallman, P.C.
301 Commerce Street, Suite 600 201 Main Street, Suite 2500
Fort Worth, Texas 76102 Fort Worth, Texas 76102
(817) 252-8000 (817) 332-2500
(Name and address, including zip code, and
telephone number, including area code, of
agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practical after this Registration Statement becomes effective.
If the only securities being registered on the Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Price Aggregate Offering Registration
to be Per Share(2) Price (2) Fee (2)
Registered
- ----------------------------------------------------------------------------
Common Stock,
Par value
of $1.00
per share 7,500,000 $14.25 $106,875,000 $31,529.13
1. Pursuant to Rule 416(a), the number of shares of Common Stock registered
hereunder includes such indeterminate number of additional shares of Common
Stock as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
2. Pursuant to Rule 457(c), offering price and registration fee are computed
on the average of the high and low prices of the Registrant's Common Stock,
as reported on the New York Stock Exchange on August 5, 1998.
<PAGE>
PROSPECTUS
August __, 1998
Pier 1 Imports Direct Stock Purchase & Dividend Reinvestment Plan
[Photograph of the front of a Pier 1 Imports store appears here]
Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
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Table of Contents
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Page
Pier 1 Imports Direct Stock Purchase and Dividend Reinvestment Plan 3
Pier 1 Imports, Inc. 3
The Plan:
Summary of the Plan 3
Administrator of the Plan 4
Inquiries: The Administrator 4
Enrollment 4
Investment Options:
Dividend Reinvestment 5
Deposit Cash Dividends Electronically 5
Optional Cash Investments 5
Purchase of Shares for the Plan 6
Sale of Shares for the Plan 6
Safekeeping of your Stock Certificates 7
Gifts or Transfers of Shares 7
Book Entry and Issuance of Certificates 7
Closing Your Account 8
Plan Service Fees 8
Tracking Your Investments 8
U.S. Federal Income Tax Information 9
Miscellaneous:
Available Information/Incorporation of Documents by Reference 9
Stock Splits, Stock Dividends and Other Distributions 9
Voting of Proxies 9
Responsibility of Administrator and the Company 10
Plan Modification or Termination 10
Change of Eligibility; Termination 10
Foreign Participation 10
Legal Matters 10
Independent Public Accountants 10
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Pier 1 Imports Direct Stock Purchase and Dividend Reinvestment Plan
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This Prospectus describes the Pier 1 Imports Direct Stock Purchase and
Dividend Reinvestment Plan (the "Plan"), effective August 5, 1998. The Plan
promotes long-term ownership of the Common Stock of Pier 1 Imports, Inc. (the
"Company") by offering:
A convenient and economical means to own shares of Common Stock;
The opportunity to reinvest dividends in Common Stock; and
An alternative to traditional methods of buying, holding and selling
Common Stock.
You do not have to be a current shareholder of the Company to participate in
the Plan. You may purchase your initial shares of the Common Stock through
the Plan, by making an initial investment of at least $500, but not more than
$5,000, which includes an enrollment fee of $10.
Pier 1 Imports, Inc.
- --------------------
Pier 1 Imports is North America's largest specialty retailer of imported
decorative home furnishings, gifts and related items with over 750 stores in
47 states, Puerto Rico, Canada, the United Kingdom, Japan and Mexico. The
Company directly imports merchandise from over 50 countries around the world
and designs proprietary assortments that become exclusive Pier 1 Imports
offerings. The Company's principal executive offices are located at 301
Commerce Street, Suite 600, Fort Worth, TX 76102, and the Company's telephone
number at such address is (817) 252-8000. The Company maintains a website at
http://www.pier1.com.
Summary of the Plan
- -------------------
Enrollment: Investors, who are not currently shareholders of the Company,
may join the Plan by making an initial investment of at least $500, but not
more than $5,000, which includes an enrollment fee of $10. Existing
shareholders, whose Common Stock is registered in their name, may participate
by submitting a completed Enrollment Form. If your shares of Common Stock
are held in a brokerage account, you may participate by registering some or
all of your shares in your name and submitting a completed Enrollment Form.
The $10 enrollment fee does not apply to existing shareholders who join the
Plan.
Reinvestment of Dividends: You may reinvest all or a portion of your cash
dividends toward the purchase of additional shares of Common Stock without
paying trading fees. Full investment of your cash dividends is possible
because the Company pays dividends on both whole shares and fractional shares
and will credit your account with both whole and fractional shares. In order
to take advantage of the dividend reinvestment option, you must reinvest the
dividends on at least 10 shares.
Optional Cash Investments: After you are enrolled in the Plan, you may buy
additional shares of Common Stock without paying any fees. You may purchase
as little as $50 or up to $5,000 monthly and either pay by check or have your
payment automatically withdrawn from your bank account.
Safekeeping of Certificates: You may deposit your Common Stock certificates
with the Plan Administrator for safekeeping in book entry form at no cost to
you. At any time, you may request withdrawal of any or all of your whole
shares of Common Stock free of charge and, at your option, either a
certificate for your shares will be sent to you or the shares will be
transferred to a brokerage firm designated by you.
Gifts or Transfers of Shares: You may give or transfer your shares of Common
Stock to others.
Sell Shares Conveniently: If you choose to sell Common Stock held in your
Plan account or any other book entry shares, you will pay fees lower than
those typically charged by stockbrokers. A transaction fee of $15.00, plus
$0.12 per share, will be deducted from the proceeds.
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Tracking Your Investment: You will receive a statement or a notification
after each transaction. Statements provide the details of the transaction
and show the share balance in your Plan account.
Administrator of the Plan
- -------------------------
Pier 1 Imports has designated The Chase Manhattan Bank to administer the Plan
and act as Agent for Plan participants. The Chase Manhattan Bank has
designated its affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase
Securities Inc., and other agents to perform certain services for the Plan.
These companies will purchase and hold shares for Plan participants, keep
records, send statements and perform other duties required by the Plan.
The Administrator may be contacted as detailed below.
Inquiries: The Administrator
- -----------------------------
For information about the Pier 1 Imports Direct Stock Purchase and Dividend
Reinvestment Plan:
Call the Administrator: 1-888-884-8086
Internet: [email protected]
Written requests and notices should be mailed as follows:
Send correspondence and all requests Send Optional Cash Investments
except Optional Cash Investments to: (with the stub on your state-
ment) to:
ChaseMellon Shareholder Services ChaseMellon Shareholder Services
Investment Services Investment Services
P.O. Box 3338 P.O. Box 382009
South Hackensack, NJ 07606-1938 Pittsburgh, PA 15250-8009
Enrollment
- ----------
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation
in the Plan.
If you do not currently own any Pier 1 Imports Common Stock, you may join the
Plan by making an initial investment of at least $500, but not more than
$5,000. To get started in the Plan, return a completed Enrollment Form to
the Administrator along with your check or money order payable to Pier 1
Imports, Inc. A $10 enrollment fee will be deducted from your initial
investment. The Administrator will arrange for the purchase of shares for
your account but you will not receive interest on amounts held pending
investment. Please allow two weeks for your account to be established,
initial shares to be purchased and a statement mailed to you. See "Purchase
of Shares for the Plan" on page 6.
If you already own Pier 1 Imports Common Stock and the shares are registered
in your name, you may join the Plan by returning a completed Enrollment Form
to the Administrator.
If you own shares of Pier 1 Imports Common Stock that are held in a
brokerage, bank or other intermediary account, and you wish to participate in
the Plan, you should direct your broker, bank, or trustee to register some or
all of your shares of Common Stock directly in your name. You may then get
started in the Plan by returning a completed Enrollment Form to the
Administrator.
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Investment Options
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Once enrolled in the Plan, you have the following choices:
DIVIDEND REINVESTMENT: You may choose to reinvest all or a portion of the
cash dividends paid on your shares held in the Plan toward the purchase of
additional shares of Common Stock. To participate in the reinvestment
feature of the Plan, you must elect to reinvest the dividends on a minimum of
10 shares. If the number of shares on which dividends are reinvested falls
below 10 shares, you will receive a check for the full amount of the
dividend. You may change your dividend reinvestment election at any time by
notifying the Administrator in writing. For a particular dividend to be
reinvested, your notification must be received prior to the record date for
that dividend. (The record date is normally 14 days prior to the payment
date.) You may, of course, choose not to reinvest any of your dividends, in
which case the Administrator will remit any dividends to you by check or
automatic deposit.
If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:
Full Dividend Reinvestment: Purchase additional shares by reinvesting
all of your cash dividends.
Partial Dividend Reinvestment: Reinvest dividends based on the
percentage of shares you specify and receive a cash dividend on all remaining
shares.
Deposit Cash Dividends Electronically: If you choose partial dividend
reinvestment, you may have all of your cash dividends deposited directly into
your bank account instead of receiving a check by mail -- just complete the
appropriate sections of the Enrollment Form or notify the Administrator.
Direct Deposit Authorization Forms will be acted upon as soon as practical
after they are received. You may change your designated bank account for
direct deposit or discontinue this feature by notifying the Administrator in
writing.
If you do not indicate a preference, dividends on the shares held in your
Plan account on the dividend record date will be reinvested in additional
shares of Common Stock on the dividend payment date, provided the account has
a minimum of 10 shares.
OPTIONAL CASH INVESTMENTS: If you already own Common Stock and are enrolled
in the Plan, you may purchase additional shares of Common Stock by using the
Plan's optional cash investment feature. Optional cash investments are
subject to a minimum purchase requirement of $50 per investment and a maximum
of $5,000 monthly. Interest will not be paid on amounts held pending
investment.
By Check or Money Order: You may make optional cash investments by sending a
check or money order payable to Pier 1 Imports, Inc. in U.S. dollars, drawn
on a U.S. bank. Third party checks and foreign checks will not be accepted
and will be returned to the sender. Do not send cash. To facilitate
processing of your investment, please use the transaction stub located on the
bottom of your statement. Mail your investment and transaction stub to the
address specified on the statement. You may not sell or withdraw shares
purchased by check for a period of 14 days from receipt of the check by the
Plan. A $25 fee will be assessed for a check that is returned for
insufficient funds.
By Automatic Withdrawal from your Bank Account: If you wish to make regular
monthly purchases, you may authorize an automatic monthly withdrawal from
your bank account. This feature enables you to make ongoing investments
without writing a check. Funds will be deducted from your account on the
16th day of each month. If this date falls on a bank holiday or weekend,
funds will be deducted on the next business day. Purchases will be made
within one week after the withdrawal. Please allow four to six weeks for the
first automatic monthly withdrawal to be initiated. You must send written,
signed instructions to the Administrator to change or terminate automatic
withdrawal.
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Purchase of Shares for the Plan
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Purchase intervals: Upon receipt of the funds, the Administrator will invest
initial and optional cash investments in whole and fractional shares of
Common Stock as promptly as practical, but at least once each week. The
Administrator will use reinvested dividends to purchase shares as promptly as
practical after the dividend payment date, normally within one week. If the
number of shares to be purchased is sufficiently large, purchases may be made
over several days and credited to Plan accounts at the end of the purchase
period. In the unlikely event that, due to unusual market conditions, the
Administrator is unable to invest the funds within 35 days, the Administrator
will return funds to you by check.
Source and Pricing of Shares:
Source of shares: The Administrator may buy Common Stock in the public
markets or in privately negotiated transactions. The Administrator may also
buy Common Stock directly from Pier 1 Imports from authorized but unissued
shares or treasury shares.
Shares purchased in the open market: If the shares are purchased in the
open market, your price per share will be the weighted average price of
shares purchased for Plan accounts during that purchase period. Trading fees
and commissions incurred by the Plan for purchases will be paid by Pier 1
Imports and will be reported to you as taxable income. All fractional shares
are calculated to four decimals and are credited to your account.
Shares purchased from Pier 1 Imports: If the shares are purchased from
Pier 1 Imports, your price per share for initial and optional cash
investments will be the average of the daily high and low sale prices quoted
for New York Stock Exchange ("NYSE") Composite Transactions on the day the
shares are purchased. For quarterly reinvestment of dividends, your price
per share will be the average of the daily high and low sale prices quoted
for NYSE Composite Transactions for the three-day period surrounding the
dividend payment date. If there is no trading of Common Stock on the NYSE
for a substantial period of time during a pricing period, then the price per
share will be determined by Pier 1 Imports on the basis of market quotations
that it considers appropriate.
Timing and control: Because the Administrator will arrange for the purchase
of shares on behalf of the Plan, neither the Company nor any participant in
the Plan has the authority or power to control either the timing or pricing
of shares purchased or the selection of the broker making the purchases.
Therefore, you will not be able to precisely time your purchases through the
Plan, and will bear the market risk associated with fluctuations in the price
of the Common Stock. That is, if you send in an initial or optional cash
investment, it is possible that the market price of the Common Stock could go
up or down before purchase for your account is made. You will not earn
interest on initial or optional cash investments which are held pending the
purchase of the Common Stock.
Sale of Shares for the Plan
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You may sell any number of shares held in your Plan account, or any other
eligible book entry shares, at any time by notifying the Administrator. The
Administrator will arrange for sales to be made at least weekly. Sales may
be made more frequently if volume dictates. The sale price will be the
weighted average price of all shares sold for Plan participants during that
period. You will receive the proceeds of the sale less a sales transaction
fee of $15 plus a per share charge, and any required tax withholdings. See
"Plan Service Fees" on page 8.
You may choose to sell your shares through a stockbroker of your choice, in
which case prior to such sale you would need to request the Administrator to
electronically transfer your shares to your stockbroker or request the
issuance to you of a certificate for your shares. See "Book Entry and
Issuance of Certificates" on page 8.
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<PAGE>
Please note that if your total holdings fall below one share, the
Administrator may liquidate the fractional share based on the current market
value, remit the proceeds to you, less applicable sales fees, and close your
Plan account.
Timing and control: Because the Administrator will arrange to sell the
shares on behalf of the Plan, neither the Company nor any participant in the
Plan has the authority or power to control either the timing or pricing of
shares sold or the selection of the broker making the sales. Therefore, you
will not be able to precisely time your sales through the Plan, and will bear
the market risk associated with fluctuations in the price of the Common
Stock. That is, if you send in a request to sell shares, it is possible that
the market price of the Common Stock could go down or up before a sale of
shares held in your account is made. You will not receive interest on sales
proceeds held pending disbursement to you.
Safekeeping of Your Stock Certificates
If you own Common Stock in certificated form, you may deposit your
certificates for those shares with the Administrator for safekeeping in book
entry form, free of charge. This is beneficial to you because you no longer
bear the risk and cost associated with the loss, theft, or destruction of
stock certificates. With these shares, you have the option of receiving cash
dividends, reinvesting your dividends (provided that you reinvest the
dividends on a minimum of 10 shares) or taking advantage of the sale of
shares feature of the Plan. At any time, you may request the reissuance of a
certificate for any or all of these shares or the transfer of them to a
brokerage firm designated by you. See "Book Entry and Issuance of
Certificates" on page 8.
To use the safekeeping service, send your certificates to the Administrator
by registered mail with written instructions to deposit them in safekeeping.
If you use registered mail, upon receipt by the Administrator, your
certificates will be automatically covered by an Administrator blanket bond
up to the first $100,000 of value. DO NOT endorse the certificates or
complete the assignment section.
Gifts or Transfers of Shares
- ----------------------------
You may give or transfer Common Stock to anyone you choose by:
Making an initial cash investment of $500, but not more than $5,000, to
establish an account in the recipient's name; or
Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 per investment
nor more than $5,000 in the aggregate for the recipient's Plan account
in any calendar month; or
Transferring shares from your account to the recipient's account. You
must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders.
The Administrator will automatically place all new accounts in full dividend
reinvestment status, providing the new account has a minimum of 10 shares.
New participants, at their discretion, may elect partial dividend
reinvestment by notifying the Administrator in writing.
If you participate in dividend reinvestment and you request either to
transfer all of your shares or make a partial sale and transfer the balance
of your shares and your request is received between the ex-dividend date and
the dividend record date, the processing of your request may be delayed up to
four weeks until your account is credited with the reinvested dividends.
For any transfer of shares, you must have your signature guaranteed by a
financial institution participating in the Medallion Guarantee program. The
Medallion Guarantee program ensures that the individual signing the transfer
authorization is in fact the registered owner of the Plan account appearing
on the stock certificate or stock power.
If you need additional assistance, please call the Administrator at 1-888-
884-8086.
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Book Entry and Issuance of Certificates
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Shares of Common Stock that you buy under the Plan or deposit for safekeeping
will be maintained in book entry form. You may withdraw all or some of the
shares by notifying the Administrator in writing.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less applicable sales fees) for the
current market value of the fractional share will be mailed to you. You
should receive your certificate within two to three weeks of mailing your
request.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. If the certificate is to be issued
in a name other than your Plan account registration, the signature on the
withdrawal instructions must be guaranteed by a financial institution
participating in the Medallion Guarantee program, as described above.
Closing Your Account
- --------------------
You may close your account at any time by notifying the Administrator. Your
account will be closed within four business days after receipt of your
written instructions. When your account is closed, the Administrator will
send you certificates representing all of the whole shares in your account
and a check for any fractional share based on the current market value net of
applicable sales fees. Alternatively, you may request that the shares be
transferred to a brokerage firm designated by you.
You may also close your account by directing the Administrator to sell any or
all of the shares in your account and send you a check for the proceeds, net
of applicable sales fees. You will not receive interest on sales proceeds
held pending disbursement.
To close an account on the death of a sole account holder, the executor
should contact the Administrator for specific instructions. (See page 4 for
contact information.)
If you end dividend reinvestment, notice must be received by the
Administrator four days prior to a dividend record date to avoid reinvestment
of the current dividend or a delay in receipt of your shares and/or cash.
After your account is closed, dividends on any shares of Common Stock you
hold will be sent to you at the address you provide, or automatically
deposited in your bank account in accordance with your instructions.
Plan Service Fees
- -----------------
Enrollment Fee for new investors............ $10.00 per account enrollment
Purchase of Shares.............................................. No Charge
Sale of Shares (partial or full):
Transaction Fee........ $15.00 per sale transaction plus $0.12 per share
Reinvestment of Dividends....................................... No Charge
Optional Cash Investments via check or automatic investment..... No Charge
Gift or Transfer of Shares...................................... No Charge
Safekeeping of Stock Certificates............................... No Charge
Certificate Issuance............................................ No Charge
Returned checks.......................................... $25.00 per check
Duplicate Statements:
Current year.................................................. No Charge
Prior year(s)............................... $20.00 flat fee per request
The Administrator will deduct the applicable fees from the initial or
subsequent investments or proceeds from a sale.
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Tracking Your Investments
- -------------------------
If you participate in dividend reinvestment, the Administrator will mail you
a quarterly statement showing all transactions (shares, amounts invested,
purchase prices) for your account including year-to-date and other account
information. Supplemental statements or notices will be sent when you make
an initial or optional cash investment or a deposit, transfer or withdrawal
of shares.
If you do not participate in dividend reinvestment, the Administrator will
mail you a statement or notice confirming any transactions you make. If you
continue to be enrolled in the Plan, but have no transactions, the
Administrator will mail you an annual statement.
You should retain your statements to establish the cost basis of shares
purchased under the plan for income tax and other purposes.
Please promptly notify the Administrator of any change in address since all
notices, statements and reports will be mailed to your address of record.
U.S. Federal Income Tax Information
- -----------------------------------
Cash dividends reinvested under the Plan will be taxable as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement (Form 1099-DIV) from the Administrator
indicating the amount of reinvested dividends reported by the Company to the
U.S. Internal Revenue Service as dividend income attributable to you. The
annual statement to the U.S. Internal Revenue Service will also reflect as
income received by you any trading fees or commissions paid by the Company on
your behalf for purchases of shares.
For shares purchased by dividend reinvestment, you will have a basis in your
shares for U.S. federal income tax purposes equal to the price per share
reported to you by the Administrator, which will represent your reinvested
dividend income and any income received by you for trading fees or
commissions paid by the Company on your behalf. Shares purchased as a result
of the optional cash investment option under the Plan will have a U.S.
federal income tax basis equal to the cash you invest plus any taxable income
reported to you for trading fees or commissions paid the Company on your
behalf in connection with the purchases.
You will not recognize gain or loss for U.S. federal income tax purposes upon
the transfer of shares to the Plan or the withdrawal of whole shares from the
Plan. You will, however, generally recognize gain or loss upon the sale of
shares (including the receipt of cash for fractional shares) held in the
Plan. The amount of any gain or loss you recognize upon the sale of shares
will be determined by comparing the amount realized (selling price less
commissions) to your tax basis in the shares.
As part of your Enrollment Form, the Administrator will provide you with U.S.
Internal Revenue Service Form W-9 for you to provide your taxpayer
identification number ("TIN") to the Administrator so that reinvested
dividends attributable to you will not be subject to a backup withholding tax
of 31%. Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities (each a "Foreign Plan
Participant") may avoid backup withholding by either providing the
Administrator with their TIN or completing U.S. Internal Revenue Service Form
W-8, "Certificate of Foreign Status." If a Plan Participant is subject to
backup withholding, the amount of dividends credited to such Plan
Participant's account for reinvestment will be reduced by the amount of the
backup withholding tax.
A Foreign Plan Participant, not subject to backup withholding, will be
subject to a withholding tax of 30%, unless the Administrator has received
from such Foreign Plan Participant documentation substantiating entitlement
to either an exemption form, or a reduced rate of, withholding tax. The
appropriate U.S. Internal Revenue Service forms to provide such documentation
to the Administrator will be included as part of the Enrollment Form of a
Foreign Plan Participant. The most common form of entitlement to a reduced
rate of withholding tax will be due to bilateral income treaties of the U.S.
The amount of dividends credited to a Foreign Plan Participant's account for
reinvestment will be reduced by the amount of the applicable withholding tax.
9
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The foregoing is only a brief summary of applicable federal income tax
provisions and should not be relied upon as being a complete statement nor as
including all of the tax considerations that may be relevant to a participant
in the Plan. Therefore, you are urged to consult your tax advisors regarding
the consequences of participation in the Plan.
Miscellaneous
Available Information/Incorporation of Documents by Reference
- -------------------------------------------------------------
Pier 1 Imports files annual, quarterly and other reports, proxy statements
and other information with the Securities and Exchange Commission (the
"SEC"). You may read and copy any of these reports, statements or other
information at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. The Company's SEC
filings are also available from commercial document retrieval services, on
the Company's website at "http://www.pier1.com", and on the website
maintained by the SEC at "http://www.sec.gov."
The SEC allows the Company to "incorporate by reference" the information it
files with the SEC, which means that the Company can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
later information filed with the SEC will update and supersede this
information. The documents listed below and any future filings made with the
SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until the Plan is terminated comprise the incorporated documents:
(a) Annual Report on Form 10-K for the fiscal year ended February 28, 1998;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended May 30,
1998;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B, filed September 17, 1986; and
(d) The description of the Rights to purchase Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December 20,
1994.
Upon request the Company will provide, without charge, a copy of any or all
of the documents incorporated by reference in this document (other than
exhibits to such documents, unless the exhibits are specifically incorporated
by reference in such documents). Your requests for copies should be directed
to Pier 1 Imports Investor Relations, 301 Commerce St., Suite 600, Fort
Worth, Texas 76102 (Telephone: 1-888-80PIER1).
The Company is not making an offer to sell stock in any state or country
where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the
cover of the prospectus.
Stock Splits, Stock Dividends and Other Distributions
- -----------------------------------------------------
In the event any dividend is paid in Common Stock, or if Common Stock is
distributed in connection with any stock split, recapitalization or similar
transaction, each account will be adjusted to reflect the receipt of the
Common Stock so paid or distributed.
Voting of Proxies
- -----------------
Pier 1 Imports will mail you proxy materials, including a proxy card
representing both the shares for which you hold certificates and the shares,
full and fractional, in your Plan account. The proxy will be voted as
indicated by you. If you do not return the proxy card or if you return it
unsigned, none of your shares will be voted.
Responsibility of Administrator and the Company
- -----------------------------------------------
Neither the Company nor the Administrator will be liable for any act it does
in good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability:
10
<PAGE>
for failure to terminate your account upon your death prior to
receiving written notice of such death; or
relating to purchase or sales prices reflected in your Plan account or
the dates of purchases or sales of Common Stock in your Plan account;
or
resulting from any fluctuation in the market value after purchase or
sale of shares.
The payment of dividends is at the discretion of the Company's Board of
Directors and will depend upon future earnings, the financial condition of
the Company and other factors. The Board may change the amount and timing of
dividends at any time without notice.
Neither the Company nor the Administrator can assure you a profit or protect
you against a loss on the Common Stock you purchase under the Plan.
Plan Modification or Termination
- --------------------------------
The Company reserves the right to suspend, modify or terminate the Plan at
any time. You will receive notice of any such suspension, modification or
termination. The Company and the Administrator also reserve the right to
change any administrative procedures of the Plan.
Change of Eligibility; Termination
- ----------------------------------
The Company reserves the right to deny, suspend or terminate participation by
a shareholder who is using the Plan for purposes inconsistent with the
intended purpose of the Plan. In such event, the Administrator will notify
the shareholder in writing and will continue to hold all your shares but will
no longer accept optional cash investments or reinvest dividends. The
Administrator will issue a certificate to you upon written request.
Foreign Participation
- ---------------------
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in
the Plan. The Company reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
Legal Matters
- -------------
The validity of the securities offered hereby will be passed upon for the
Company by Kelly, Hart & Hallman (a professional corporation), Fort Worth,
Texas.
Independent Public Auditors
- ---------------------------
The consolidated financial statements and financial statement schedule of the
Company appearing in the Company's Annual Report (Form 10-K) for the year
ended February 28, 1998 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee $31,529
Printing Expenses 15,000
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 1,500
Miscellaneous Expenses 4,971
-------
Total $73,000
=======
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason
of the fact that they were or are such directors, officers, employees or
agents, against expenses and liabilities incurred in any such action, suit or
proceeding so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and with respect to any criminal action, that they had no
reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available
if such person is adjudged to be liable to such corporation unless the court
determines that indemnification is appropriate. A Delaware corporation also
has the power to purchase and maintain insurance on behalf of such persons.
Article Seventh of the Certificate of Incorporation of the Company, as
amended, provides for mandatory indemnification of directors and officers to
the fullest extent permitted by Delaware corporation law.
The Company has entered into indemnification agreements with all of its
directors and executive officers and may in the future enter into such
indemnification agreements with any of its officers, employees, agents and
future directors. Such indemnification agreements are intended to provide a
contractual right to indemnification, to the extent permitted by law, for
expenses (including attorneys' fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by the person to be
indemnified in connection with any proceeding (including, to the extent
permitted by law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth in the Delaware corporation law or the Certificate
of Incorporation of the Company. Such provisions are intended to be in
furtherance, and not in limitation of, the general right to indemnification
provided in the Certificate of Incorporation and By-Laws of the Company.
Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision does not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of Delaware General Corporation Law (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on, capital
stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article Seventh of the Company's Certificate of
Incorporation, as amended, contains such a provision.
The above discussions of the Company's Certificate of Incorporation and
Sections 102(b)(7) and 145 of Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation and statutes.
<PAGE>
Item 16. EXHIBITS
Exhibit
Number
- -------
3(i) Certificate of Incorporation and Amendments thereto, incorporated by
reference to Exhibit 3(i) to the Registrant's Form 10-Q for the
quarter ended May 30, 1998.
3(ii) Bylaws of the Company, Restated as of December 7, 1994, incorporated
by reference to Exhibit 3(ii) to the Registrant's Form 10-Q for the
quarter ended November 26, 1994.
4 Rights Agreement dated December 9, 1994, between the Company and First
Interstate Bank, N.A., as rights agent, incorporated by reference to
Exhibit 4 to the Registrant's Form 8-A, Reg. No. 1-7832, filed
December 20, 1994.
5 Opinion of Kelly, Hart & Hallman as to the legality of the securities
to be issued.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Kelly, Hart & Hallman is contained in the opinion of
counsel filed as Exhibit 5.
24.1 Power of Attorney (included on signature page to this Registration
Statement).
Item 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas, on the
10th day of August 1998.
PIER 1 IMPORTS, INC.
By: /s/ J. Rodney Lawrence
---------------------------
J. Rodney Lawrence
Senior Vice President of
Legal Affairs
POWER OF ATTORNEY
Each of the undersigned directors and officers of PIER 1 IMPORTS, INC.,
hereby appoints MARVIN J. GIROUARD, STEPHEN F. MANGUM and J. RODNEY LAWRENCE,
and each of them, his true and lawful attorney and agent, to do any and all
acts and things in his name and on his behalf in the capacities indicated
below, which said attorneys and agents, and each of them, may deem necessary
or advisable to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including, without limitation, power and authority to sign for him
in his name in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto, and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents, and each of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on the
10th day of August, 1998 in the capacities indicated.
SIGNATURE TITLE OR CAPACITY
/s/ Clark A. Johnson Chairman of the Board
------------------------------
Clark A. Johnson
/s/ Marvin J. Girouard President, Chief Executive Officer and
------------------------------ Director
Marvin J. Girouard
/s/ Stephen F. Mangum Senior Vice President, Chief Financial
------------------------------ Officer and Principal Accounting
Stephen F. Mangum Officer
Director
------------------------------
Martin L. Berman
Director
------------------------------
Craig C. Gordon
/s/ James M. Hoak Director
------------------------------
James M. Hoak
/s/ Sally F. McKenzie Director
------------------------------
Sally F. McKenzie
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion of Kelly, Hart & Hallman as to the legality of the securities
to be issued.
23.1 Consent of Ernst & Young LLP, independent auditors.
Kelly, Hart & Hallman
(a professional corporation)
201 Main Street
Fort Worth, Texas 76102
August 10, 1998
Pier 1 Imports, Inc.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
Re: Registration Statement on Form S-3
Pier 1 Imports, Inc.
----------------------------------
Gentlemen:
This firm has acted as counsel to Pier 1 Imports, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the registration of the sale from time to time of 7,500,000 shares of common
stock, par value $1.00 per share (the "Shares"), of the Company under the
Pier 1 Imports Direct Stock Purchase and Dividend Reinvestment Plan.
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments
and supplements thereto, are accurate and complete and if not originals are
true and correct copies of the originals; (ii) the signatures on each of such
documents by the parties thereto are genuine; (iii) each individual who
signed such documents had the legal capacity to do so; and (iv) all persons
who signed such documents on behalf of a corporation were duly authorized to
do so. We have assumed that there are no amendments, modifications or
supplements to such documents other than those amendments, modifications and
supplements that are known to us.
Based on the foregoing, and subject to the limitations and
qualifications set forth herein, we are of the opinion that the Shares have
been duly authorized by the Company and, when issued against payment therefor
in accordance with the Registration Statement, will be validly issued, fully
paid and non-assessable.
This opinion is further limited and qualified in all respects as
follows:
A. The opinion is specifically limited to matters of the existing
laws of the State of Texas, the United States of America and the General
Corporation Law of the State of Delaware. We express no opinion as to
the applicability of the laws of any other particular jurisdiction to
the transactions described in this opinion.
B. This opinion is limited to the specific opinions stated herein,
and no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
C. This opinion is based on our knowledge of the law and facts as
of the date hereof. We assume no duty to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to
our attention or to reflect any changes in any law that may hereafter
occur or become effective.
This opinion is intended solely for your benefit. It is not to be
quoted in whole or in part, disclosed, made available to or relied upon by
any other person, firm or entity without our express prior written consent.
We hereby consent to the use of this opinion in the above-referenced
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
KELLY, HART & HALLMAN
(a professional corporation)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent Public
Auditors" in the Registration Statement on Form S-3 and related Prospectus of
Pier 1 Imports, Inc. for the registration of 7,500,000 shares of its common
stock and to the incorporation by reference therein of our report dated April
10, 1998, with respect to the consolidated financial statements and schedule
of Pier 1 Imports, Inc. included in its Annual Report (Form 10-K) for the
year ended February 28, 1998, filed with the Securities and Exchange
Commission.
Fort Worth, Texas
August 5, 1998
