GROSSMANS INC
8-K, 1997-07-29
LUMBER & OTHER BUILDING MATERIALS DEALERS
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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
                         Securities Exchange Act of 1934

     Date of Report:                    (Date of Earliest Event Reported):
     July 28, 1997                                July 23, 1997

                                 GROSSMAN'S INC.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                 (State of Other Jurisdiction of Incorporation)

                  1-542                                38-0524830
           (Commission File No.)                   (I.R.S. Employer
                                                   Identification No.)

                   45 Dan Road
              Canton, Massachusetts                            02021
     (Address of Principal Executive Offices)               (Zip Code)

               Registrant's telephone number, including area code:

                                 (617) 830-4000






<PAGE>   2




Item 7(c) Exhibits

601. (99) Additional Exhibits - (i) Any additional exhibits which the registrant
may wish to file shall be so marked as to indicate clearly the subject matter to
which they refer.

Filed herewith:

News release dated July 22, 1997 announcing notification that Registrant's
common stock will be delisted by NASDAQ, effective July 23, 1997











<PAGE>   3


                                   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 thereunto duly authorized.

                                         GROSSMAN'S INC.

                                         By: /s/ Richard E. Kent
                                             --------------------------------
                                             Richard E. Kent
                                             Vice President, Secretary
                                             and General Counsel


Dated: July 28, 1997





































<PAGE>   1
                                                                      Exhibit 99

                          [GROSSMAN'S INC. LETTERHEAD]




FOR IMMEDIATE RELEASE       CONTACT:  Dirck K. Iacobelli
                                      Interim Vice President and
                                      Chief Financial Officer
                                      (617) 830-4556



                    GROSSMAN'S INC. REPORTS NASDAQ DELISTING
                    ----------------------------------------

CANTON, MA (July 22, 1997) - Grossman's Inc. (NASDAQ-GROS), announced today that
its common stock will be delisted for the NASDAQ National Market effective with
the opening of business tomorrow. The Company stated that its shares may be
quoted on the OTC Bulletin Board or in the National Quotation Bureau "Pink
Sheets," subject to certain conditions.

The NASDAQ Stock Market advised the Company that it is delisting the Company's
stock in light of its April 7, 1997 filing under Chapter 11 of the U.S.
Bankruptcy Code and its failure to meet NASDAQ Stock Market requirements with
respect to net tangible assets and minimum closing bid prices. The Company is
formulating a proposed plan of reorganization, which is not currently expected
to provide a recovery for stockholders. Adoption of the plan will require
appropriate Bankruptcy Court and class approvals.

Statements contained in this release that are not based on historical fact are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Important factors, beyond the Company's control,
that could cause actual results to differ materially from those in the forward-
looking statements include, but are not limited to, the availability of
broker-dealers to make a market in the Company's


                                     -more-



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shares and compliance with related requirements, the need for approvals by the
Bankruptcy Court, competition, stability of customer demand, and the sufficiency
of its capital resources. Undue reliance should not be placed on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligations to publicly release revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Grossman's Inc. operates 15 stores under the name Contractors' Warehouse in
California, Indiana, Kentucky and Ohio, and 28 stores under the name Mr. 2nd's
Bargain Outlet in Massachusetts, New York and Rhode Island.

Grossman's Inc. press releases and public filings can be accessed on the
Internet through Business Wire's Home Page:
http;//www.businesswire.com/cnn/gros.htm

Mr. 2nd's Bargain Outlet maintains a web site for product information, store
locations and feedback: http;//www.bargain-outlets.com







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