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
February 23, 2000
(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 76-0407711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identifications No.)
10201 Main Street, Houston, 77025
Texas (Zip Code)
(Address of principal executive
offices)
(713) 667-5601
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
ITEM 5. Other Events.
A press release regarding the Company announcing the
departure of its Chief Executive Officer and commitment to increase
working capital facility and certain other matters was issued by
the Company on February 22, 2000 and is attached hereto as
Exhibit 99.1.
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 February 22, 2000 issued by the
Company.
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.
February 23, 2000 /s/ James A. Marcum
(Date) James A. Marcum
Vice Chairman and,
Chief Financial Officer
NEWS RELEASE
CONTACT:
Bob Aronson
Director of Investor Relations
(800) 579-2302
FOR IMMEDIATE RELEASE
STAGE STORES, INC. ANNOUNCES DEPARTURE OF CHIEF EXECUTIVE OFFICER
AND COMMITMENT TO INCREASE WORKING CAPITAL FACILITY
HOUSTON, TX, February 22, 2000 -- Stage Stores, Inc. (NYSE:SGE)
today announced that Carl Tooker has left employment with the
Company, effective immediately. Mr. Tooker was Chairman, Chief
Executive Officer and President of the Company.
With Mr. Tooker's departure, the Company's Board will oversee
operations and coordinate the search for a new Chief Executive
Officer. The Board has appointed Director John J. (Jack) Wiesner
interim Chairman, Chief Executive Officer and President. Prior
to becoming a Director of the Company, Mr. Wiesner served as
Chairman of the Board of Directors and Chief Executive Officer of
C.R. Anthony Company, a national apparel retailer that the
Company acquired in 1997. The other members of the Board of
Directors have agreed to assist Mr. Wiesner as necessary.
Stage Stores is actively conducting a search for a new Chief
Executive Officer.
The Company stated that Mr. Tooker's departure was the result of
an inquiry conducted by a special committee consisting of all of
the non-management members of the Board of Directors, which
reviewed transactions between the Company and Mr. Tooker. The
effect of the transactions has been included in the Company's
results for prior periods and are not material to the financial
condition or operations of the Company; however, these
transactions had not been properly reported to the Company's
Board of Directors.
Stage Stores also announced that its subsidiary, Specialty
Retailers, Inc., has obtained a commitment from members of its
bank lending group for a new $35 million senior revolving credit
facility. This facility will increase the current borrowing
capacity of the Company to $235.0 million when combined with its
existing $200 million revolving credit facilities. These
facilities expire June 14, 2002. As previously announced by
Stage Stores, its bank lending group amended certain financial
covenants under the existing credit facilities through the fourth
quarter of this year. The new $35.0 million facility will be
secured by inventory of Specialty Retailers, Inc. and guaranteed
by Stage Stores. Under the terms of the new credit facility,
Stage Stores will issue warrants to the lenders to purchase 7.5%
of the Company's outstanding common stock.
Upon assuming his new position, Mr. Wiesner stated, "This
additional facility will enhance the ability of our Company to
take the initiatives necessary to implement our business plans.
We are confident that the increase in liquidity together with a
swift and successful conclusion to our search for a new Chief
Executive Officer will reposition Stage Stores to meet its future
challenges."
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 United
States. The company operated 648 stores in 33 states at the end
of the fourth 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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