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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 (Date of earliest event reported): June 30, 1997
EDISON BROTHERS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-1394 43-0254900
(State or other (Commission File No.) (IRS Employer Identification No.)
jurisdiction of
incorporation)
501 N. Broadway, St. Louis, Missouri 63102
(Address of principal executive offices)
(Zip Code)
(314) 331-6000
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On June 30, 1997, Edison Brothers Stores, Inc., a Delaware corporation
(the "Company"), announced that Alan D. Miller, the Company's Chairman of the
Board, President and Chief Executive Officer, would be leaving the Company
following the Company's emergence from currently pending reorganization
proceedings under Chapter 11 of the United States Bankruptcy Code. The Company
also announced on such date certain additional information regarding the status
of such proceedings, including the distribution to shareholders and creditors of
the Company's Amended Joint Plan of Reorganization for their approval. A copy of
the press release issued by the Company describing such matters is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit Page No.
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99.1 Press Release dated June 30, 1997. 5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EDISON BROTHERS STORES, INC.
By: /s/ Alan A. Sachs
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Name: Alan A. Sachs
Title: Executive Vice President,
General Counsel and Secretary
Date: July 7, 1997
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EXHIBIT INDEX
Exhibit No. Exhibit Page No.
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99.1 Press Release dated June 30, 1997. 5
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EXHIBIT 99.1
EDISON BROTHERS STORES INC.
5501 North Broadway o
Post Office Box 14020 o
St. Louis, Missouri 63178-4020 U.S.A.
Phone (314) 331-6000 o Fax (314) 331-7200
For further
information, contact:
Amy Calvin, Communications Director
314/331-6588
FOR IMMEDIATE RELEASE
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EDISON BROTHERS' CHIEF EXECUTIVE TO
STEP DOWN AFTER EMERGENCE FROM CHAPTER 11
ST. LOUIS, June 30, 1997 AEdison Brothers Stores Inc. today announced that
Chairman and Chief Executive Officer Alan Miller will be leaving the company
later this year following its emergence from Chapter 11. Miller, who led the
company's successful turnaround efforts, will continue to head the specialty
apparel and footwear retailer until a successor is named.
"Edison's reorganization has stabilized the business,
significantly increased its value and improved the company's prospects for the
future," Miller said. "Completing this process in less than two years has been a
tremendous effort, which can serve as a model for other companies to follow and
for which the employees of Edison can be proud.
"The company will emerge from Chapter 11 with new common stock
held by a small, concentrated group of investors," he continued. "It is
appropriate and common in such circumstances for these investors to select the
new board of directors and a new CEO to lead the company."
Under the terms of Edison's amended plan of reorganization,
which was sent today to shareholders and creditors for their approval, all the
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company's existing common stock would be canceled and up to 10 million shares of
new common stock would be distributed to creditors after emergence. In addition,
creditors would receive a combination of cash, new corporate debt and other
assets in settlement of the approximately $450 million in allowed claims,
representing a payback of about 91 cents on the dollar. Current shareholders
would receive warrants entitling them to purchase up to 9 percent of the new
common stock at a preset price of $16.40 per share. The amended plan also would
provide current shareholders with an offering of rights to purchase shares of
new Edison common stock.
Miller, 44, was named chairman and CEO of the company in April
1995. Prior to this assignment, Miller led the company's 5-7-9 and footwear
divisions through major strategic repositionings that resulted in record
profitability. Since filing for reorganization under Chapter 11 in November
1995, Edison has restructured its operations and focused its business on the
youth and special size markets.
A confirmation hearing on the company's plan of
reorganizationAwhich has the support of the official committees representing its
creditors and shareholdersAis scheduled for August 14. Edison expects to emerge
from Chapter 11 within 30 days of confirmation. A search for a new chief
executive for the company will start immediately. Edison anticipates that the
selection process will be completed and a successor to Miller named following
the company's emergence from Chapter 11.
Edison Brothers Stores Inc. operates JW/Jeans West, Coda,
Oaktree, J. Riggings and REPP Ltd Big & Tall menswear stores; REPP Ltd and
Phoenix Bit & Tall men's catalogs; 5-7-9 Shops junior apparel stores;
Bakers/Leeds, Precis and Wild Pair footwear stores; and Shifty's alternative
apparel, footwear and accessories for teen boys and girls. With more than 1,700
stores in the United States, Canada, Puerto Rico and the Virgin Islands, Edison
is one of the largest specialty retailers of apparel, footwear and accessories
in North America.
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