<PAGE>
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
Date of Report (Date of earliest event reported): June 29, 1995
BROADWAY STORES, INC.
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Exact name of registrant as specified in its charter
DELAWARE 1-8765 94-0457907
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3880 NORTH MISSION ROAD
LOS ANGELES, CA 90031
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 213/227-2000
N/A
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(Former name or former address, if changed since last report)
The Exhibit Index is located on Page 4.
<PAGE>
ITEM 5. OTHER EVENTS
Broadway Stores, Inc. (the "Company") announced on June 29, 1995 that
the Company's working capital lender has amended certain provisions of the
Company's working capital facility to provide greater flexibility with respect
to earnings. Attached as an exhibit to this Form 8-K is a copy of the
amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
See Exhibit Index on Page 4.
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<PAGE>
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.
BROADWAY STORES, INC.,
a Delaware corporation
By: /s/ David L. Dworkin
------------------------------
DAVID L. DWORKIN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
Date: June 29, 1995
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<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
Exhibit Exhibit Sequential
Number Description Page Number
- ----------- -------------------------------- -----------
<S> <C> <C>
4.1 Ninth Amendment to Credit
Agreement, dated as of June 28,
1995, among Broadway Stores,
Inc. and General Electric
Capital Corporation, as agent
and lender, amending Credit
Agreement, dated as of
October 8, 1992, as amended,
among Broadway Stores, Inc.,
Certain Commercial Lending
Institutions and General
Electric Capital Corporation.
20.1 Press Release
</TABLE>
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<PAGE>
EXHIBIT 4.1
NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT (the "Ninth Amendment"), dated as of June 28, 1995, is
---------------
entered into by and among BROADWAY STORES, INC., a Delaware corporation
previously known as Carter Hawley Hale Stores, Inc. (the "Borrower"), the
--------
financial institutions parties hereto (the "Lenders") and GENERAL ELECTRIC
-------
CAPITAL CORPORATION, a New York corporation, as agent (the "Agent") for the
-----
Lenders.
R E C I T A L S
---------------
WHEREAS, the parties hereto have entered into that certain Credit Agreement
dated as of October 8, 1992 and amended by the letter agreement dated April 29,
1993, the Amended and Restated Second Amendment dated as of August 20, 1993, the
Third Amendment dated as of September 30, 1993, the Fourth Amendment dated as of
October 31, 1993, the Fifth Amendment dated as of December 10, 1993, the Sixth
Amendment dated as of February 26, 1994, the Seventh Amendment dated as of
September 13, 1994 and the Eighth Amendment dated as of March 3, 1995 (as so
amended, the "Credit Agreement"), and now desire to amend the Credit Agreement
----------------
in certain respects;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined in the
-----------
Credit Agreement are used herein with the same meanings ascribed to them
therein.
2. Amendments to the Credit Agreement: Upon the Effective Date (as
----------------------------------
defined herein), the Credit Agreement is hereby amended as follows:
2.1 Amendment to Article 1. Article 1 of the Credit Agreement is hereby
----------------------
amended by adding the following new definition after the defined term "Court":
"Days Receipts Outstanding" for any Fiscal Month shall mean, as
-------------------------
determined as of the last day of the Fiscal Month, the number of days
determined from dividing the consolidated merchandise accounts payable
trial balance (and receipts not credited at cost) of the Borrower and its
Subsidiaries as of such day by the average daily receipts (calculated by
dividing the aggregate value of Inventory of the Borrower and its
Subsidiaries (determined at cost) received from suppliers during the Fiscal
Month by the number of days in the Fiscal Month).
2.2 Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement
---------------------------
is hereby amended in its entirety to read as set forth below:
<PAGE>
(a) Consolidated EBITDA. The Borrower will not permit aggregated
-------------------
Consolidated EBITDA for the Fiscal Months which are substantially
coextensive with any period set forth below to be less than the amount set
forth below opposite such period (except that any amount set forth below in
parentheses shall be the maximum amount of permitted Consolidated EBITDA
deficit for the period of Fiscal Months set forth opposite such amount):
<TABLE>
<CAPTION>
Period Amount
------ --------------
<S> <C>
February 1994 $ (20,100,000)
February 1994 - March 1994 $ 16,300,000
February 1994 - April 1994 $ (13,300,000)
February 1994 - May 1994 $ (6,300,000)
February 1994 - June 1994 $ 3,200,000
February 1994 - July 1994 $ 3,500,000
February 1994 - August 1994 $ 5,300,000
February 1994 - September 1994 $ 9,600,000
February 1994 - October 1994 $ 12,800,000
February 1994 - November 1994 $ 22,000,000
February 1994 - December 1994 $ 78,100,000
February 1994 - January 1995 $ 73,200,000
March 1994 - February 1995 $ 65,700,000
April 1994 - March 1995 $ 65,400,000
May 1994 - April 1995 $ 66,700,000
June 1994 - May 1995 $ 68,600,000
July 1994 - June 1995 $ 60,200,000
August 1994 - July 1995 $ 60,500,000
September 1994 - August 1995 $ 63,600,000
October 1994 - September 1995 $ 65,800,000
November 1994 - October 1995 $ 69,100,000
December 1994 - November 1995 $ 75,000,000
January 1995 - December 1995 $ 96,500,000
February 1995 - January 1996 $ 110,000,000
March 1995 - February 1996 $ 114,800,000
April 1995 - March 1996 $ 118,800,000
May 1995 - April 1996 $ 124,100,000
June 1995 - May 1996 $ 131,900,000
July 1995 - June 1996 $ 136,900,000
August 1995 - July 1996 $ 136,900,000
September 1995 - August 1996 $ 136,900,000
October 1995 - September 1996 $ 136,900,000
</TABLE>
2.3 Amendment to Section 7.1(b). Section 7.1(b) of the Credit
---------------------------
Agreement is hereby amended in its entirety to read as set forth below:
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<PAGE>
(b) Consolidated Net Cash Flow. The Borrower will not permit
--------------------------
Consolidated Net Cash Flow for the Fiscal Months which are substantially
coextensive with any period set forth below to be less than the amount set
forth below opposite such period (except that any amount set forth below in
parentheses shall be the maximum amount of permitted Consolidated Net Cash
Flow deficit for the period of Fiscal Months set forth opposite such
amount):
<TABLE>
<CAPTION>
Period Amount
------ ------
<S> <C>
February 1994 ($27,800,000)
February 1994 - March 1994 ($32,100,000)
February 1994 - April 1994 ($36,100,000)
February 1994 - May 1994 ($35,700,000)
February 1994 - June 1994 ($33,600,000)
February 1994 - July 1994 ($40,200,000)
February 1994 - August 1994 ($44,800,000)
February 1994 - September 1994 ($47,900,000)
February 1994 - October 1994 ($51,100,000)
February 1994 - November 1994 ($48,200,000)
February 1994 - December 1994 $ 800,000
February 1994 - January 1995 ($10,400,000)
February 1995 ($36,800,000)
February 1995 - March 1995 ($41,400,000)
February 1995 - April 1995 ($45,800,000)
February 1995 - May 1995 ($49,700,000)
February 1995 - June 1995 ($57,900,000)
February 1995 - July 1995 ($62,900,000)
February 1995 - August 1995 ($65,600,000)
February 1995 - September 1995 ($66,500,000)
February 1995 - October 1995 ($68,700,000)
February 1995 - November 1995 ($63,500,000)
February 1995 - December 1995 ($ 5,200,000)
February 1995 - January 1996 ($11,800,000)
February 1995 - February 1996 ($22,200,000)
February 1995 - March 1996 ($22,600,000)
February 1995 - April 1996 ($21,500,000)
February 1995 - May 1996 ($17,500,000)
February 1995 - June 1996 ($10,500,000)
February 1995 - July 1996 ($15,700,000)
February 1995 - August 1996 ($19,000,000)
February 1995 - September 1996 ($22,600,000)
</TABLE>
2.4 Amendment to Section 7.1(d). Section 7.1(d) of the Credit Agreement
---------------------------
is hereby amended in its entirety to read as set forth below:
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<PAGE>
(d) Consolidated Maximum/Minimum Inventory Balance. The Borrower will
----------------------------------------------
not permit the aggregate amount of all inventory of the Borrower and its
Subsidiaries (determined on the lower of a first-in, first-out or market
basis) on the last day of any Fiscal Month set forth below to exceed the
maximum amount, or to be less than the minimum amount, set forth below
opposite such Fiscal Month:
<TABLE>
<CAPTION>
Fiscal Month Maximum Amount Minimum Amount
------------- -------------- --------------
<S> <C> <C>
February 1994 $436,900,000 $386,900,000
March 1994 $417,400,000 $367,400,000
April 1994 $415,000,000 $365,000,000
May 1994 $433,300,000 $383,300,000
June 1994 $400,800,000 $350,800,000
July 1994 $404,000,000 $354,000,000
August 1994 $483,100,000 $433,100,000
September 1994 $500,000,000 $450,000,000
October 1994 $554,100,000 $504,100,000
November 1994 $609,600,000 $559,600,000
December 1994 $468,500,000 $418,500,000
January 1995 $464,500,000 $414,500,000
February 1995 $468,900,000 $418,900,000
March 1995 $459,700,000 $409,700,000
April 1995 $454,700,000 $404,700,000
May 1995 $465,700,000 $415,700,000
June 1995 $426,100,000 $346,100,000
July 1995 $415,200,000 $355,200,000
August 1995 $469,300,000 $409,300,000
September 1995 $480,200,000 $420,200,000
October 1995 $520,500,000 $460,500,000
November 1995 $575,200,000 $515,200,000
December 1995 $432,300,000 $372,300,000
January 1996 $428,200,000 $368,200,000
February 1996 $468,900,000 $418,900,000
March 1996 $459,700,000 $409,700,000
April 1996 $454,700,000 $404,700,000
May 1996 $465,700,000 $415,700,000
June 1996 $432,100,000 $382,100,000
July 1996 $436,100,000 $386,100,000
August 1996 $476,600,000 $426,600,000
September 1996 $493,700,000 $443,700,000
</TABLE>
2.5 Additional Amendments to Section 7.1. Section 7.1 of the Credit
------------------------------------
Agreement is hereby amended by inserting the following as Section 7.1(f):
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<PAGE>
(f) Minimum Days Receipts Outstanding. The Borrower will not
---------------------------------
permit Days Receipts Outstanding for any Fiscal Month set forth below to be
less than the minimum number of days set forth below opposite the Fiscal
Month:
<TABLE>
<CAPTION>
Fiscal Month Minimum No. of Days
------------ -------------------
<S> <C>
June 1995 20
July 1995 20
August 1995 20
September 1995 20
October 1995 23
November 1995 23
December 1995 23
Each Fiscal Month thereafter 20
</TABLE>
2.7 Amendment to Schedule 5.4. Schedule 5.4 to the Credit Agreement
-------------------------
is hereby amended in its entirety by replacing it with Schedule 5.4 attached to
this Ninth Amendment and by this reference made a part hereof.
3. Effective Date. This Ninth Amendment shall become effective at
--------------
the time (the "Effective Date") on or before 5:00 p.m. (Los Angeles time) on
--------------
June 28, 1995 at which all of the following conditions have been simultaneously
satisfied:
(a) The Agent has received each of the following in form and
substance satisfactory to it:
(i) counterparts hereof signed by the Borrower, the Lenders
and the Agent;
(ii) in addition to all other amounts due under or in
connection with the Credit Agreement, payment in the amount of
$281,250 as an amendment fee in same day funds for the account of the
Lenders in accordance with their respective Percentages;
(iii) one or more certificates, dated the Effective Date
and in form and substance satisfactory to the Agent, of the Secretary
or any Assistant Secretary of the Borrower certifying (A) as to
resolutions of the Board of Directors of the Borrower authorizing this
Ninth Amendment and the transactions contemplated hereby and thereby,
(B) that the resolutions described in clause (A) have not been amended
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and remain in full force and effect, (C) as to the incumbency and
signatures of each officer of the Borrower executing this Ninth
Amendment or any of the Loan Documents delivered in connection
therewith, (D) as to the matters set forth in Sections 3(b) and 3(c)
----------------------
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<PAGE>
of this Ninth Amendment, and (E) as to such other matters as shall be
reasonably requested by Agent;
(iv) opinions, dated the Effective Date and addressed to
the Agent and each Lender, of George Touras, general counsel of the
Borrower, and of Milbank, Tweed, Hadley & McCloy, counsel to the
Borrower, each in form and substance satisfactory to the Agent;
(v) an amendment to the Trademark Security Agreement duly
executed by the Borrower providing for a collateral assignment to the
Agent of certain recent trademark filings made by the Borrower; and
(vi) an endorsement duly executed by the Borrower in
respect of the Subordinated Promissory Note dated September 13, 1994
made by Broadway Receivables, Inc. in favor of the Borrower in the
amount of $220,000,000.
(b) After giving effect to this Ninth Amendment, no Default or
Event of Default shall have occurred or be continuing.
(c) The representations and warranties contained in Article 4 of
---------
the Credit Agreement (other than representations and warranties which
expressly speak as of a different date) are true, correct and complete in
all material respects, except that such representations and warranties need
not be true, correct and complete to the extent that changes in the facts
and conditions on which such representations and warranties are based are
required or permitted under the Credit Agreement.
4. Representations and Warranties. The Borrower hereby represents
------------------------------
and warrants that, as of the date hereof and as of the Effective Date, after
giving effect to this Ninth Amendment:
(a) The execution, delivery and performance by the Borrower of
this Ninth Amendment have been duly authorized by all necessary corporate
action;
(b) No Default or Event of Default has occurred or is continuing;
and
(c) The representations and warranties of the Borrower contained
in Article 4 of the Credit Agreement and any other Loan Document (other
---------
than representations and warranties which expressly speak as of a different
date) are true, correct and complete in all material respects, except that
such representations and warranties need not be true, correct and complete
to the extent that changes in the facts and conditions on which such
representations and warranties are based are required or permitted under
the Credit Agreement.
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<PAGE>
5. Limitation on Amendment. This Ninth Amendment shall be limited
-----------------------
solely to the matters expressly set forth herein and shall not (a) constitute a
waiver or amendment of any other term or condition of the Credit Agreement, or
of any instruments or agreements referred to therein, (b) prejudice any right or
rights which the Agent or any of the Lenders may now have or may have in the
future under or in connection with the Credit Agreement or any instruments or
agreements referred to therein, or (c) require the Lenders to agree to a similar
waiver or amendment or grant a similar waiver or amendment for a similar
transaction or on a future occasion. Except to the extent specifically waived
herein, the provisions of the Credit Agreement shall not be amended, modified,
impaired or otherwise affected hereby, and the Credit Agreement and all of the
Obligations are hereby confirmed in full force and effect.
6. Confirmation of Obligations and Liens. In consideration for the
-------------------------------------
Lenders agreement to enter into this Ninth Amendment, the Borrower hereby (i)
confirms that as of June 22, 1995 the outstanding principal amount of the
Advances was $56,589,000.00 and the outstanding amount of Letter of Credit
Obligations was $55,007,467.05 and that such amounts are payable pursuant to the
Credit Agreement, as amended hereby, without offset, withholding, counterclaim
or deduction of any kind and (ii) confirms and agrees that all Liens granted to
the Agent or any Lender under the Collateral Documents and the other Loan
Documents are valid and fully perfected and remain in full force and effect.
7. Release of Lender Parties. The Borrower, for itself and on
-------------------------
behalf of each of its Subsidiaries and Affiliates and each of its employees,
officers and directors, and each of their respective predecessors, successors
and assigns (collectively, the "Releasors"), does hereby forever and
unconditionally (i) release, discharge and acquit the Agent and each of the
Lenders, and each of their respective parent corporations, Subsidiaries and
Affiliates, and each of their respective officers, directors, shareholders,
employees, attorneys, agents and servants, and each their respective
predecessors, successors, heirs and assigns (collectively, the "Lender
Parties"), of and from any and all claims of every type, kind, nature,
description or character, known and unknown, whensoever arising out of any
actions or omissions of the Lender Parties, or any of them, occurring at any
time up to and through the date hereof, which in any way arise out of, are
connected with or relate to the Loan Documents (collectively, "Claims"), and
(ii) agree not to bring any action in any judicial, administrative or other
proceeding against the Lender Parties, or any of them, alleging any such Claim
or otherwise arising in connection with any such Claim, or support any
shareholder of the Borrower or any of the respective Releasors in any such
action brought by such shareholder.
8. Miscellaneous. This Ninth Amendment is a Loan Document and,
-------------
together with the Credit Agreement and the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof.
The headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof.
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<PAGE>
9. Severability. Whenever possible, each provision of this Ninth
------------
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Ninth Amendment be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Ninth Amendment.
10. Governing Law. This Ninth Amendment shall be governed by, and
-------------
shall be construed and enforced in accordance with, the laws of the State of New
York.
11. Counterparts. This Ninth Amendment may be executed in any number
------------
of counterparts which, when taken together, shall be deemed to constitute one
and the same instrument.
WITNESS the due execution hereof as of the date first above written.
BROADWAY STORES, INC., as the Borrower
By: /s/ Ralph J. DeMarco
-------------------------------------------
Title: Vice President and Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and
as the Lender
By: /s/ Steven C. Bierman
-------------------------------------------
Title: Duly Authorized Signatory
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<PAGE>
SCHEDULE 5.4
TO
CREDIT AGREEMENT DATED AS OF OCTOBER 8, 1992
AS AMENDED AS OF JUNE 23, 1995
OPERATING REPORTS
-----------------
<TABLE>
<CAPTION>
TYPE OF REPORT FREQUENCY DELIVERY REQUIREMENT
- --------------------------------- -------------------- ------------------------------
<S> <C> <C>
Collateral Reports:
- ------------------
Cash Deposits Each Business Day On the following Business Day
Letter of Credit Updates Each Business Day On the following Business Day
Borrowing Base Certificate
- --------------------------
Supported by:
- -------------
Weekly Merchandise Status Each Fiscal Week By Wednesday of the
Report, "WMSR" following Fiscal Week
DMM Total Pages by Division
Divisional Total Pages
Weekly Departmental Stock Each Fiscal Week By Wednesday of the
and Sales by Store, "WDSSR" following Fiscal Week
Divisional Total Pages
Retail Ledger Each Fiscal Week By Wednesday of the
Gross Margin Report following Fiscal Week
(Total Page Only)
D3 and D4 Summary Each Fiscal Week By Wednesday of the
Level Reports following Fiscal Week
Retail Ledger Each Fiscal Month 30 days after the end of
Gross Margin Report such Fiscal Month
Group and Division Totals
Weekly Merchandise Status Each Fiscal Month 30 days after the end of
Report, "WMSR" such Fiscal Month
Departmental Pages
Excess Report Each Fiscal Month 30 days after the end of
such Fiscal Month
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Inventory Load Calculation Each Fiscal Month 30 days after the end of
such Fiscal Month
Month end Reconciliation Each Fiscal Month 30 days after the end of
of WMSR to Retail Ledger such Fiscal Month
Shrinkage/Physical Once per Fiscal Year 45 days after the end of the
Fiscal Year
Inventory Count Results Once per Fiscal Year 45 days after the end of the
Fiscal Year
In Store Clearance Center Once per Fiscal Year 45 days after the end of the
Percentage to Total Store Fiscal Year
Financial Reports
- -----------------
Weekly Flash Sales Each Fiscal Week By Wednesday of the
following Fiscal Week
Daily Bank Balances Each Fiscal Week By Wednesday of the
Activity (Friday's Report) following Fiscal Week
Consolidated Accounts Each Fiscal Week By Wednesday of the
Payable Summary following Fiscal Week
Days Receipts Outstanding Each Fiscal Month By the second Friday after
(showing calculation) and the end of such Fiscal
Inventory Balance Month
Compliance Report
Monthly Covenant Compliance Each Fiscal Month 30 days after the end of
Report such Fiscal Month
Store Statement of Earnings Each Fiscal Month 30 days after the end of
for month, YTD and Last Year such Fiscal Month
Open to Sell Report Each Fiscal Month 30 days after the end of
(Green Book) such Fiscal Month
</TABLE>
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<PAGE>
Full Monthly Financial Each Fiscal Month 30 days after the end of
Summary Package Including such Fiscal Month
Cost of Goods Sold Analysis,
SG&A Analysis, and comparison
to then most current
Management Plan (as delivered
to Agent) outlined as follows
(together with monthly
covenant compliance report
described above):
Month Ending ______ YTD _________
This Year Current Plan Prior Year This Year Current Plan Prior Year
- --------- ------------ ---------- --------- ------------ ----- -----
This should include management discussion and analysis of each month's
financial performance and variation to Current Management Plan
Forms 10K, 10Q and other When required by When filed with the SEC
reports filed with the SEC applicable law
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<PAGE>
EXHIBIT 20.1
[LETTERHEAD OF BROADWAY STORES INC]
FOR IMMEDIATE RELEASE
JUNE 29, 1995
Contact:
Bill Ihle
(213) 227-3884
BROADWAY STORES AMENDS WORKING CAPITAL
LOS ANGELES, CA (06/29/95)--Broadway Stores, Inc., today announced that the
company's working capital lender has amended certain provisions of the company's
working capital facility to provide greater flexibility with respect to
earnings.
David L. Dworkin, president and CEO of Broadway Stores, Inc., commented, "In
addition to increasing our overall financial flexibility, this amendment
demonstrates we continue to have the support and financial resources required to
effectively operate in the difficult California retail environment. Despite the
general weakness in the California economy, I feel we are well positioned for
the fast approaching holiday selling season."
Broadway Stores, Inc., (NYSE:BWY) is one of the leading operators of full-line
department stores in the Western United States with annual sales in excess of
$2.0 billion. It operates 83 department stores under the names The Broadway,
Emporium and Weinstocks.
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