WHEREHOUSE ENTERTAINMENT INC
424B3, 1995-04-14
RECORD & PRERECORDED TAPE STORES
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                    Filed under Rules 424(b)3 and (c)
                    File No. 33-51266
                    See also Prospectus dated August 17, 1994


          Supplement to Prospectus dated August 17, 1994


                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 earliest event reported)    April 13, 1995  
                                             --------------------

                  Wherehouse Entertainment, Inc.                
- -----------------------------------------------------------------

        (Exact name of registrant as specified in charter)


    Delaware                1-8281               95-2647555       
- -----------------------------------------------------------------
(State or Other        (Commission File       (IRS Identification
Jurisdiction of             Number)                Number)
 Incorporation

   19701 Hamilton Avenue, Torrance, California      90502-1334    
- ----------------------------------------------------------------- 
    (Address of Principal Executive Offices)        (Zip Code)


Registrant's telephone number, including area code:
                     (310)538-2314                            
- -----------------------------------------------------------------


                                                                
- -----------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


              This current report contains 3 pages.


<PAGE>
<page-2>

Item 5.   Other Events.


          Reference is made to the press release of Registrant,
issued on April 13, 1995, which contains information meeting the
requirements of this Item 5, and which is incorporated herein by
this reference.  A copy of this press release is attached to this
Form 8-K as Exhibit "A."

<PAGE>
<page-3>

                           SIGNATURE


          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.

                                  WHEREHOUSE ENTERTAINMENT, INC.


Date: April 14, 1995              By:    /s/ Jerry E. Goldress 
                                     ----------------------------
                                     Jerry E. Goldress
                                     Chairman of the Board and
                                     Chief Executive Officer



<PAGE>
EXHIBIT "A"


                    CONTACT:  WHEREHOUSE ENTERTAINMENT, INC.
                              Anne McLaughlin, V.P. - Treasurer
                              (310)538-2314, extension 2347


                                
                                
                                
                 WHEREHOUSE ENTERTAINMENT, INC.
                                
             ANNOUNCES PRELIMINARY YEAR-END RESULTS
                                
                                


TORRANCE, CALIFORNIA (April 13, 1995) - Wherehouse Entertainment,
Inc. announced today that total revenues for the fiscal year
ended January 31, 1995 were $499.6 million, as compared with
$471.8 million for the fiscal year ended January 31, 1994,
representing a 5.9% increase in the aggregate and a 3.4% increase
on a "same-store" basis.   For the fiscal year ended January 31,
1995, the Company anticipates that it will write off its goodwill
and its deferred tax asset, in the amounts of $139.5 million and
$13.0 million, respectively.  Both are non-cash charges to
earnings.  If these write-offs are effected, the Company will
report a net loss of $162.2 million for the fiscal year ended
January 31, 1995, as compared with a net loss of $42.1 million
for the fiscal year ended January 31, 1994.   The Company
received a waiver from its senior lenders for the impact of these
potential non-cash write-offs in the fiscal year ended January
31, 1995 on its loan agreement covenants.  According to Mr. Jerry
E. Goldress, Chairman and Chief Executive Officer of the Company,
"excluding the effects of non-cash charges in both years, the
Company significantly improved its operating results in fiscal
1995 compared to fiscal 1994.  These improvements were a result
of increased revenues and gross profit combined with lower
overall operating costs."

Separately, the Company announced that it is experiencing a
decline in same-store revenues in this first quarter ending April
30, 1995, due to the music industry's lack of new hit releases, a
decrease in the sales of video games,  and continued competitive
pressure in certain markets.  Mr. Goldress stated that "industry
data appears to reflect that the Company's revenue trends are not
materially different from those being experienced on the west
coast by the industry as a whole."   And, he stated "the Company
continues to exercise good control over its operating costs." 
Nevertheless, the Company anticipates defaults in certain of its
loan agreement covenants in the fiscal year ending January 31,
1996, and continued revenue deterioration could impact the
Company's liquidity.  The Company is in discussions with its
senior lenders to modify the loan agreement, in order to provide
the Company with more flexibility in the immediate future.  While
preliminary discussions have indicated a willingness to make such
modifications, it is too early to be able to predict with any
accuracy whether such covenant relief will, in fact, be effected. 
The Company has a revolving line of credit with its senior
lenders in the maximum amount of $45 million, of which $15.8
million was outstanding at January 31, 1995, a term loan with its
senior lenders in the amount of $49 million, and senior subordi-
nated notes in the amount of $110 million, in addition to its
normal trade payables and other long term indebtedness.

Wherehouse Entertainment, Inc., a large prerecorded home enter-
tainment retailer, operates 347 stores in Arizona, California,
Colorado, Iowa, Minnesota, Montana, Nevada, North Dakota, Oregon,
Utah and Washington.  Wherehouse is headquartered at 19701
Hamilton Avenue, Torrance, California 90502.




    The date of this Prospectus Supplement is April 14, 1995.



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