SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 26, 1997
Stage Stores, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21011 76-0407711
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10201 Main Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 667-5601
Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index on page 4
Page 1 of 4 pages
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On June 24, 1997, C.R. Anthony Company ("CRA") merged with and into
Specialty Retailers, Inc., the registrant's wholly-owned subsidiary, pursuant to
an Agreement and Plan of Merger (the "Merger Agreement"), dated March 5, 1997,
between the registrant and CRA. CRA, an Oklahoma corporation, is a regional
retailer of moderately priced family apparel operating primarily in smaller
communities under the names "Anthonys" and "Anthonys Limited." CRA operated 238
stores in sixteen southwestern and Rocky Mountain states as of May 3, 1997. All
of the stores operated by CRA offer value priced merchandise with a focus on
name brand casual men's, women's and children's apparel and shoes.
Pursuant to the Merger Agreement, the registrant shall issue .3992
shares of its common stock, par value $.01 per share, in exchange for each
issued and outstanding share of common stock of CRA, other than shares held by
persons exercising dissenter's rights in accordance with Section 1091 of the
Oklahoma General Corporation Act, subject to the adjustment provided for under
the Merger Agreement.
(b) The nature of the business in which the assets were used by the
person from whom acquired is the same as described in paragraph (a) of item 2
above. The registrant intends to continue such use of the acquired assets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Incorporated by reference from CRA's annual report on Form 10-K for the
year ended February 1, 1997 and the quarterly report on Form 10-Q for
the quarter ended May 3, 1997.
(b) PRO FORMA FINANCIAL INFORMATION
Pro Forma Financial Statements of the Registrant are not available at
this time and will follow as soon as possible, but not later than 60
days from the date hereof.
(c) EXHIBITS
See attached Exhibit Index for a list of Exhibits hereto.
Page 2 of 4 pages
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STAGE STORES, INC.
By: /s/ JERRY IVIE
Name: Jerry Ivie
Title: Senior Vice President, Secretary and Treasurer
Dated: July 2 1997
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EXHIBIT INDEX
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Exhibit No. Document Page
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<S> <C> <C>
2.1 Agreement and Plan of Merger, dated March 5, Incorporated by reference to
1997, between the registrant and CRA Exhibit 2.1 of the
registrant's Registration
Statement on Form S-4 (File
No. 333-27809)
2.2 First Amendment to Agreement and Plan of Incorporated by reference to
Merger, dated May 20, 1997, between the Exhibit 2.1 of the
registrant and CRA registrant's Registration
Statement on Form S-4 (File
No. 333-27809)
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