UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
C. R. ANTHONY COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
03677610
(CUSIP Number)
Mr. Carl Tooker
Stage Stores, Inc.
10201 Main Street
Houston, TX 77002
Telephone: (713) 669-2678
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 03677610 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stage Stores, Inc.
I.R.S. Identification No. 76-0407711
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
BK
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,798,093 (1)
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,798,093 (1)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,798,093 1
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 03677610 Page 3 of 7 Pages
(1) The shares of common stock of C. R. Anthony Company (the "Issuer") covered
by this report are purchasable by Stage Stores, Inc. ("Stage Stores") upon
exercise of an option (the "Option") granted to Stage Stores pursuant to the
Termination Option Agreement dated as of March 5, 1997 between Issuer and Stage
Stores (the "Termination Option Agreement") and described in Item 4 of this
report. Prior to the exercise of the Option, Stage Stores is not entitled to any
rights as a stockholder of the Issuer as to the shares covered by the Option.
The number of shares of common stock of the Issuer purchasable by Stage Stores
under the Option, which is initially set to equal 1,798,093 shares, will be
adjusted if necessary so that the number of shares purchasable by Stage Stores
upon exercise of the Option is equal to 19.9% of the total outstanding shares of
common stock of the Issuer immediately prior to the time of such exercise. The
Option may only be exercised upon the happening of certain events, none of which
has occurred as of the date hereof. Prior to such exercise, Stage Stores
expressly disclaims beneficial ownership of the shares of common stock of the
Issuer which are purchasable by Stage Stores upon exercise of the Option.
The number of shares indicated represents approximately 19.9% of the
total outstanding shares of common stock of the Issuer as of March 5, 1997,
excluding shares issuable upon exercise of the Option, as represented by the
Issuer in the Agreement and Plan of Merger dated as of March 5, 1997 between the
Issuer and Stage Stores.
(2) Adjusted to reflect the issuance by the Issuer of 1,798,093 shares of common
stock of the Issuer upon exercise of the Option as described herein.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock," an individual share of which is a "Share"), of C. R.
Anthony Company, an Oklahoma corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 701 North Broadway, Oklahoma City, Oklahoma
73102.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Stage Stores, Inc. ("Stage Stores"), a
Delaware corporation. Stage Stores is a retail apparel company that operates
retail stores carrying well known, national brand name family apparel in over
200 small towns and communities across the central United States. The Company
currently operates 320 stores through its "Stage", "Bealls" and "Palais Royal"
trade names in 19 states throughout the central United States. Approximately 77%
of these stores are located in small markets and communities with as few as
4,000 people. The remainder of the Company's stores operate in metropolitan
areas, primarily in suburban Houston. Stage Stores' merchandise offerings
include a carefully edited but broad selection of branded, moderately priced,
fashion apparel, accessories, fragrances and cosmetics and footwear for women,
men and children. Over 85% of 1995 sales consisted of branded merchandise,
including nationally recognized brands such as Levi Strauss, Liz Claiborne,
Chaps/Ralph Lauren, Calvin Klein, Guess, Hanes, Nike, Reebok and Haggar Apparel.
Stage Stores' principal offices are located at 10201 Main Street, Houston, Texas
77002.
During the last five years, to the best of Stage Stores' knowledge,
neither Stage Stores nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
All of the executive officers and directors of Stage Stores are
citizens of the United States. The name, business address and present principal
occupation (including the name and address of the corporation or organization in
which such employment is conducted) of each executive officer and director of
Stage Stores is set forth in Schedule A to this Schedule 13D and is specifically
incorporated herein by reference in its entirety.
<PAGE>
CUSIP No. 03677610 Page 4 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to an option granted to Stage Stores by the
Issuer to purchase shares of Common Stock from the Issuer as described in Item 4
below (the "Option"). The Option entitles Stage Stores to purchase up to
1,798,093 Shares (the "Option Shares") under the circumstances specified in the
Termination Option Agreement dated as of March 5, 1997 between Stage Stores and
the Issuer (the "Termination Option Agreement") and as described in Item 4 below
for a purchase price of $8.00 per Share (the "Purchase Price"). The number of
Option Shares will be adjusted if necessary so that the number of Shares
purchasable by Stage Stores upon exercise of the Option is equal to 19.9% of the
total outstanding Shares of common stock of the Issuer immediately prior to the
time of such exercise. Reference is hereby made to the Termination Option
Agreement, which is included as Exhibit 10.1 to the current report on Form 8-K
of Stage Stores dated March 5, 1997 (the "Form 8-K"), for the full text of its
terms, including the conditions upon which it may be exercised. The Termination
Option Agreement is incorporated herein by reference in its entirety.
The Option was granted by the Issuer as an inducement to Stage
Stores to enter into the Agreement and Plan of Merger dated as of March 5, 1997
between Stage Stores and the Issuer (the "Merger Agreement"). Pursuant to the
Merger Agreement and subject to the terms and conditions set forth therein
(including approval by the stockholders of the Issuer and various regulatory
agencies), either the Issuer will merge with and into a wholly-owned subsidiary
of Stage Stores (the "Merger Sub") or the Merger Sub will merge with and into
the Issuer (the "Merger"), with either the Merger Sub or the Issuer continuing
as the surviving corporation (the "Surviving Corporation"), and each issued and
outstanding share of common stock of the Issuer, par value $0.01 per share, will
be converted into the right to receive shares of Stage Store's $0.01 par value
common stock and cash based on a formula in the Merger Agreement representing,
in the aggregate, at least $8.00 in value. If the Merger is consummated in
accordance with the terms of the Merger Agreement, the Option will not be
exercised. No monetary consideration was paid by Stage Stores to the Issuer for
the Option.
If Stage Stores elects to exercise the Option, it currently
anticipates that the funds needed to pay the Purchase Price will be generated by
a combination of available working capital, bank or other borrowings and/or the
sale, in whole or in part, of Option Shares following such exercise.
ITEM 4. PURPOSE OF TRANSACTION.
As stated above, the Option was granted to Stage Stores in
connection with the execution of the Merger Agreement. The Option shall become
exercisable upon the occurrence of certain events set forth in Section 2 of the
Termination Option Agreement, none of which has occurred at the time of this
filing.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, the Board of Directors and officers of the Merger Sub at and
as of immediately prior to the Merger will be the directors and officers of the
Surviving Corporation.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, the Certificate of Incorporation and the Bylaws of the
Surviving Corporation as in effect at and as of immediately prior to the Merger
will remain unchanged by the Merger and be the Certificate of Incorporation and
the Bylaws of the Surviving Corporation.
Stage Stores has the right to cause the Issuer to prepare and file
up to two registration statements under the Securities Act of 1933, as amended,
in order to permit the sale by Stage Stores of any Option Shares purchased under
the Option.
The descriptions herein of the Termination Option Agreement and the
Merger Agreement are qualified in their entirety by reference to such
agreements, copies of which were filed as Exhibits 10.1 and 2.1, respectively,
to the Form 8-K, and which are specifically incorporated herein by reference in
their entirety.
<PAGE>
CUSIP No. 03677610 Page 5 of 7 Pages
Other than as described above, Stage Stores has no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D (although Stage Stores reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the issuance of the Option, Stage Stores may be
deemed to be the beneficial owner of 1,798,093 Shares, which would represent
approximately 16.6% of the Shares outstanding after exercise of the Option
(based on the number of Shares outstanding on March 5, 1997, as set forth in the
Merger Agreement). Stage Stores will have sole voting and dispositive power with
respect to such Shares.
The Option Shares described herein are subject to the Option, which
is not currently exercisable. Nothing herein shall be deemed to be an admission
by Stage Stores as to the beneficial ownership of any Shares, and, prior to
exercise of the Option, Stage Stores disclaims beneficial ownership of all
Option Shares.
Except as described herein, neither Stage Stores nor, to the best of
Stage Stores' knowledge, any other person referred to in Schedule A attached
hereto, beneficially owns or has acquired or disposed of any Shares of the
Issuer during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for the Merger Agreement and the Termination Option
Agreement, none of the persons named in Item 2 has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any persons with
respect to any securities of the Issuer, including, but not limited to,
transfers or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit Description
------- -----------
2.1 Agreement and Plan of Merger dated as of March 5, 1997 between
C. R. Anthony Company and Stage Stores, Inc. (incorporated by
reference from Exhibit 2.1 to the Form 8-K).
10.1 Termination Option Agreement dated as of March 5, 1997 between
C. R. Anthony Company, as Grantor, and Stage Stores, Inc., as
Grantee (incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K of Stage Stores, Inc. dated March 5,
1997 (the "Form 8-K")).
<PAGE>
CUSIP No. 03677610 Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true, complete
and accurate.
March 12, 1997 STAGE STORES, INC.
By: /s/ CHARLES M. SLEDGE
Name: Charles M. Sledge
Title: Vice President/
Controller
<PAGE>
Schedule A
The name and principal occupation of each executive officer and
director of Stage Stores are set forth below. Unless otherwise noted, each of
these persons is a United States citizen. Unless otherwise noted, the business
address of each person set forth below is Stage Stores, Inc., 10201 Main Street,
Houston, Texas 77002.
Name Principal Occupation
- ------------------------ ----------------------------------
Carl Tooker Chairman, Chief Executive Officer and
Director Stage Stores
Mark Shulman Executive Vice President/Chief Merchandising
Officer
James Marcum Executive Vice President/Chief Financial
Officer
Stephen Lovell Executive Vice President/Director of Stores
Ron Lucas Senior Vice President/Human Resources
Jerry Ivie Senior Vice President, Secretary and
Treasurer
Joshua Bekenstein(1) Managing Director of Bain Capital, Inc.;
Director of Stage Stores
Adam Kirsch(1) Managing Director of Bain Capital, Inc.;
Director of Stage Stores
Peter Mulvihill(2) Managing Director of Oak Hill Partners, Inc.;
Director of Stage Stores
Lasker Meyer(3) Retired; Director of Stage Stores
- --------
(1) Mr. Bekenstein and Mr. Kirsch's business address is Bain Capital, Inc., Two
Copley Place, Boston, Massachusetts.
(2) Mr. Mulvihill's business address is Oak Hill Partners, Inc., 65 East 55th
Street, New York, New York.
(3) Mr. Meyer's address is 5600 San Felipe #3, Houston, Texas.
A - 1
