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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
September 27, 1996
(Date of Report, date of earliest event reported)
STAGE STORES, INC.
(Formerly Apparel Retailers, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 33-68258 76-0407711
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
10201 Main Street, Houston, Texas 77025
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(Address of principal executive offices) (Zip Code)
(713) 667-5601
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
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<PAGE>
ITEM 5. Other Events.
On September 27, 1996, Stage Stores, Inc. (the "Company"), announced that
it had commenced an offer to purchase all of the Company's outstanding 12-3/4%
Series B Senior Discount Debentures Due 2005 (the "Debentures") from any and all
registered holders thereof (the "Holders"). At the same time, the Company is
soliciting consents from Holders of the Debentures to certain proposed
amendments to the indenture governing the Debentures. In addition, the Company's
wholly-owned subsidiary, Specialty Retailers, Inc., announced that it intends to
solicit consents to certain proposed amendments to the indentures governing its
10% Senior Notes Due 2000 and its 11% Senior Subordinated Notes Due 2003.
A press release announcing the actions described above was issued by
the Company on September 27, 1996 and is attached hereto as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
99.1 Press Release dated September 27, 1996 issued by the Company.
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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.
STAGE STORES, INC.
September 27, 1996 /s/ Jerry C. Ivie
(Date) ------------------------------
Jerry C. Ivie
Senior Vice President,
Secretary and Treasurer
(Principal Accounting Officer)
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FOR IMMEDIATE RELEASE:
CONTACT: JIM MARCUM
CHIEF FINANCIAL
OFFICER
(713) 524-7626
MAGGI JONES
PUBLIC RELATIONS
(713) 524-7626
STAGE STORES, INC. ANNOUNCES ITS
INTENTION TO PROCEED WITH PLANS
TO PURCHASE DEBENTURES
HOUSTON, Texas--Stage Stores, Inc. (the "Company") announced today plans to
recommence its offer to purchase (the "Stage Offer"), through its wholly-owned
subsidiary, Stage Stores Subsidiary, Inc., all of the Company's outstanding
12-3/4% Series B Senior Discount Debentures Due 2005 (the "Debentures") from any
and all registered holders thereof (the "Holders"). The tender price for the
Debentures is $884.90 per $1,000 principal amount (109.893% of accreted value as
of October 29, 1996) and is contingent upon the completion of an initial public
offering of the Company's Stock.
At the same time, Stage is soliciting consents (the "Stage Solicitation") from
Holders of the Debentures to certain proposed amendments to the indenture
governing the Debentures. Holders of the Debenture that consent to the proposed
amendments will be paid consideration of $20.00 per $1,000 principal amount of
the Debentures if the proposed amendments become operative.
In addition, the Company's wholly-owned subsidiary, Specialty Retailers, Inc.,
announced that it intends to solicit consents (the "Specialty Solicitation") to
certain proposed amendments to the indentures governing its 10% Senior Notes Due
2000 and its 11% Senior Subordinated Notes Due 2003 (collectively the "Notes").
The Stage Offer and the Stage Solicitation will expire at 12:00 midnight EST on
October 24, 1996, unless extended in accordance with their terms.
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Donaldson, Lufkin & Jenrette Securities Corporation is the Dealer Manager for
the Stage Offer and the Solicitation Agent for the Stage Solicitation and will
be the Solicitation Agent for the Specialty Solicitation.
The Company has filed a registration statement relating to the sale of its
common stock with the Securities and Exchange Commission but such registration
statement has not yet become effective. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement is filed
and becomes effective. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
A copy of the prospectus relating to the initial public offering can be obtained
from:
CS First Boston
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
A copy of the Tender Statement can be obtained from Joe Muratore of Donaldson,
Lufkin & Jenrette, phone number (212) 892-4753.
