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FORM 8-K
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
NOVEMBER 5, 1998
(Date of Report, date of earliest event reported)
STAGE STORES, INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-14035
DELAWARE
(State or other jurisdiction of 76-0407711
incorporation or organization) (I.R.S. Employer Identifications No.)
10201 MAIN STREET, HOUSTON, TEXAS
(Address of principal executive 77025
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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ITEM 5. OTHER EVENTS.
A press release regarding the Company's board adopting a rights plan and
certain other matters was issued by the Company on November 3, 1998 and is
attached hereto as Exhibit 99.1.
A press release regarding the Company's third quarter 1998 sales results
and certain other matters was issued by the Company on November 5, 1998 and is
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press release dated November 3, 1998 issued by the Company.
99.2 Press release dated November 5, 1998 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.
NOVEMBER 5, 1998 /s/ JAMES A. MARCUM
(Date) James A. Marcum
Vice Chairman and
Chief Financial Officer
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EXHIBIT 99.1
NEWS RELEASE
CONTACT:
Bob Aronson
Director of Investor Relations
(800) 579-2302
FOR IMMEDIATE RELEASE
STAGE STORES, INC. BOARD ADOPTS RIGHTS PLAN
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HOUSTON, TX, November 3, 1998 -- Stage Stores, Inc. (NYSE: SGE) announced today
that its Board of Directors has adopted a Stockholder Rights Plan designed to
protect Company stockholders in the event of takeover activity that would deny
them the full value of their investment.
Terms of the Plan provide for a dividend distribution of one right for each
share of Common Stock of the Company to holders of record at the close of
business on November 13, 1998. The rights will become exercisable only in the
event, with certain exceptions, a person or group of affiliated or associated
persons accumulates 15 percent or more of the Company's voting stock, or if a
person or group announces an offer to acquire 15 percent or more. The rights
will expire on November 10, 2008. Each right will entitle the holder to buy one
one-hundred thousandth of a share of a new series of preferred stock at a price
of $60. In addition, upon the occurrence of certain events, holders of the
rights would be entitled to purchase either Company stock or shares in an
"acquiring entity" at half of market value. Further, at any time after a person
or group acquires 15 percent or more (but less than 50 percent) of the Company's
outstanding voting stock, the Board of Directors may, at its option, exchange
part or all of the Rights (other than Rights held by the acquiring person or
group, which would become void) for shares of the Company's common stock on a
one-for-one basis.
The Company generally will be entitled to redeem the rights at $0.01 per right
at any time until the tenth day following the acquisition of a 15 percent
position in its voting stock.
Commenting on the Rights Plan, Carl Tooker, Chairman, President and Chief
Executive Officer, said " The Board of Directors is not aware of any effort,
hostile or otherwise, to acquire control of the Company. The Board believes that
the Rights Plan represents a sound and reasonable means of safeguarding the
interests of stockholders. The Rights Plan seeks to ensure that stockholders
realize the long-term value of their investment.
"The Rights Plan is not intended to prevent a takeover of the Company on terms
beneficial to its stockholders and, in fact, will not do so. However, it should
deter an attempt to acquire the Company in a manner or on terms that the Board
determines not to be in the best interests of its stockholders. The Rights Plan
should encourage anyone seeking to acquire the Company to treat all stockholders
equally and to negotiate with the Board prior to a takeover attempt."
Stage Stores, Inc. brings nationally recognized brand name family apparel,
accessories, cosmetics and footwear for the entire family to small towns and
communities throughout the central United States. The company operated 671
stores in 33 states at the end of the third quarter, primarily under the Stage,
Bealls and Palais Royal trade names.
Any statements in this press release that may be considered forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties are discussed in
periodic reports filed by the Company with the Securities and Exchange
Commission that the Company urges investors to consider.
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EXHIBIT 99.2
NEWS RELEASE
CONTACT:
Bob Aronson
Director of Investor Relations
(800) 579-2302
FOR IMMEDIATE RELEASE
STAGE STORES, INC. REPORTS THIRD QUARTER 1998 SALES
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HOUSTON, TX, November 5, 1998 -- Stage Stores, Inc. (NYSE: SGE) today reported
sales for the third quarter ended October 31, 1998 of $271.6 million. This
year's total sales for the third quarter are not comparable to sales reported
for the third quarter of 1997 of $274.3 million, as last year's sales included
the liquidation sales and related heightened grand opening volumes associated
with the C.R. Anthony store conversions. Comparable store sales for the
thirteen-week period decreased 2.1%.
Sales for the nine months ended October 31, 1998 increased 16.0% to $816.2
million versus $703.9 million last year. Comparable store sales for the
nine-month period decreased 1.3%.
Carl E. Tooker, Chairman, President and Chief Executive Officer, stated, "We are
disappointed with the sales results for the third quarter. We believe weather to
be the critical variable affecting sales in our markets as opposed to shifts in
economic factors. Unseasonably warm and adverse weather conditions affected the
majority of our markets throughout the latter half of the quarter, negatively
impacting customer traffic and sales of the cold weather categories of our
business."
Mr. Tooker, continued, "The results for the last seven weeks more than offset
the promotionally driven positive performance reported for the first six weeks
of the quarter. With sales and gross margins being below plan for the quarter,
we currently anticipate that diluted earnings per share for the quarter will
reflect a loss in the range of $0.08 to $0.11 per share. We will release our
third quarter earnings and hold our regularly scheduled conference call on
November 19, 1998."
Mr. Tooker, concluded, "With respect to our merchandise inventories, we
continue to manage our receipt flows aggressively in order to maintain
appropriate inventory levels for the fall. We are well positioned to take
advantage of the upcoming Christmas selling season."
During the third quarter the Company opened 43 stores and closed 2 stores,
expanding its national presence by entering five additional states.
Stage Stores, Inc. brings nationally recognized brand name family apparel,
accessories, cosmetics and footwear for the entire family to small towns and
communities throughout the central United States. The company operated 671
stores in 33 states at the end of the third quarter, primarily under the Stage,
Bealls and Palais Royal trade names.
Any statements in this press release that may be considered forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties are discussed in
periodic reports filed by the Company with the Securities and Exchange
Commission that the Company urges investors to consider.
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