HECHINGER CO
8-K, 1999-03-01
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                                 UNITED STATES
                       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


                      March 1, 1999  (February 25, 1999)
                Date of Report (Date of earliest event reported)




                               HECHINGER COMPANY
             (Exact name of Registrant as specified in its charter)





<TABLE>
         <S>                                       <C>                                         <C>
                 DELAWARE                                   0-7214                               52-1001530
         (State or other jurisdiction              (Commission File Number)                    (IRS Employer
         of incorporation)                                                                     Identification No.)



                 1801 MCCORMICK DRIVE, LARGO, MARYLAND                               20774
                  (Address of principal executive offices)                         (Zip Code)

</TABLE>
                                 (301) 341-1000
              (Registrant's telephone number, including area code)
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ITEM 5.  OTHER EVENTS

On March 1, 1999, Hechinger Company issued a press release, a copy of which is
attached hereto as Exhibit 99 and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

99       Press Release issued by Hechinger Company on March 1, 1999.
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                                   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.




Date:  March 1, 1999                  HECHINGER COMPANY
                                      -----------------
                                      Registrant




                                      /S/ MARK R. ADAMS
                                      ------------------
                                      Mark R. Adams
                                      President and Chief
                                        Executive Officer
                                      
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                                 EXHIBIT INDEX



The following exhibits are hereby filed as part of this Form 8-K:

Exhibit
Number           Description

99               Press Release issued by Hechinger Company on March 1, 1999.

<PAGE>   1
                                                                     EXHIBIT 99



HECHINGER COMPANY
1801 MC CORMICK DRIVE
LARGO, MD  20774
(301) 341-1000



FOR IMMEDIATE RELEASE

HECHINGER / HOME QUARTERS / BUILDERS SQUARE ANNOUNCES IMPROVED REVOLVING CREDIT
FACILITY AND MANAGEMENT CHANGES

LARGO, MARYLAND - March 1, 1999 - Hechinger Company today announced that it had
entered into a commitment letter with BankBoston Retail Finance Inc. to provide
the Company with a new $700 million secured credit facility. The facility will
replace its existing credit facility and is expected to provide the Company with
additional borrowing capacity and greater flexibility with respect to operating
covenants. The new facility is expected to be closed in approximately three
weeks.

The Company also announced today the appointment of Mark R. Adams as President
and Chief Executive Officer. Mr. Adams, most recently the Company's Executive
Vice President, CFO & General Counsel, joined the Company in 1988 serving in a
number of positions each with increasing responsibilities. Mr. Adams is a CPA,
CFA and a member of the Maryland Bar. He is a graduate of the University of
Baltimore School of Law and was an Associate Fellow at the University of
Pittsburgh where he earned an MBA in 1986. Mr. Adams received his Bachelor of
Science in Accounting in 1982 from the University of Delaware. Mr. Adams
replaces Mark S. Schwartz who has joined Big V / ShopRite Supermarkets, a 32
store regional supermarket chain based in Florida, NY.

Additionally, the Company announced the appointment of Donald T. Stallings to
Executive Vice President and Chief Operating Officer. Mr. Stallings, most
recently the Company's Executive Vice President of Store Operations, joined the
Company in October 1998. Prior thereto, Mr. Stallings was with Lowe's Companies,
most recently as Vice President - Operations and prior to that, spent 22 years
in various capacities at Payless Cashways. Mr. Stallings will have
responsibility for Store Operations, Merchandising and Advertising, and will
report to Mr. Adams.

Anthony Petrillo, Chairman of the Board, stated, "Successful completion of the
new BankBoston facility is an important step in the ongoing rebuilding of the
Company. The promotions of Mark Adams and Don Stallings solidify quality
leadership in the organization."

"We are pleased to provide Hechinger with this commitment," said Ward K. Mooney,
president of BankBoston Retail Finance Inc. "With this financing, the Company
should be well positioned to carry out its strategic objectives."

Hechinger Company is one of the nation's largest home improvement chains,
operating 206 Hechinger, Home Quarters and Builders Square stores in 28 states
and the District of Columbia. The Company is privately owned by an affiliate of
Leonard Green & Partners, L.P., a Los Angeles-based private merchant banking
firm.

BankBoston Retail Finance Inc. is one of the leading asset-based lenders in the
country exclusively devoted to the retail industry, providing inventory-based
working capital loans, long-term capital for expansion, turnaround financing,
capital markets advisory services, global trade finance and cash management
services. BankBoston Retail Finance Inc. is a subsidiary of BankBoston, N.A.,
the nation's 15th largest bank holding company with assets of $73.5 billion.

Forward-looking statements in this release are made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. There are
various factors that could cause results to differ materially and adversely from
those anticipated by some statements made herein. Investors are cautioned that
all forward looking statements involve risks and uncertainty. Factors that could
cause actual results to differ materially and adversely include, but are not
limited to the Company's ability to complete the described BankBoston secured
credit facility transaction or maintain compliance with its debt agreements or
to obtain further waivers or amendments if necessary; and other factors
described from time to time in the Company's Securities and Exchange Commission
filings.

Corporate Contact:    Lauri A. Rice
                      301-925-3328


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