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): December 9, 1994
PETRIE STORES CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-6166 36-213-7966
(State or Other Jurisdiction of (Commission) (I.R.S. Employer
Incorporation) File Number) Identification No.)
70 Enterprise Avenue, Secaucus, New Jersey 07094
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 866-3600
N/A
(Former Name or Former Address, if Changed Since Last Report)
INDEX TO EXHIBITS APPEARS ON PAGE 7
Item 2. Acquisition or Disposition of Assets.
On December 9, 1994, Petrie Stores Corporation,
a New York corporation ("Petrie"), consummated the sale
(the "Sale") of all of its and its subsidiaries' (the "Subsidiaries")
retail operations to PS Stores Acquisition Corp., a Delaware
corporation formed by an investor group led by E.M.
Warburg, Pincus & Co., Inc. The investor group includes
Verna Gibson, former President of The Limited Stores, a
division of The Limited, Inc., Allan Laufgraben, Vice
Chairman, President and Chief Executive Officer of Petrie
prior to the Sale, and Peter A. Left, Vice Chairman,
Chief Operating Officer, Chief Financial Officer and
Secretary of Petrie prior to the Sale.
The purchase price for the Sale was $190
million in cash plus the assumption of certain
liabilities of Petrie and its subsidiaries. Taking into
effect the approximately $12.5 million in expenses
incurred by Petrie in connection with the consummation of
the Sale, the net purchase price of the retail operations
was approximately $177.5 million. The purchase price was
established through arms' length negotiations following
the solicitation, receipt and consideration of
expressions of interest from certain parties.
The foregoing description of the Sale is
qualified in its entirety by reference to the full text
of the Stock Purchase Agreement, dated as of August 23,
1994 (the "Stock Purchase Agreement"), by and between
Petrie and WP Investors, Inc., a Delaware corporation
("WP Investors"), as amended by Amendment No. 1 to the
Stock Purchase Agreement, dated as of November 3, 1994,
by and between Petrie and WP Investors ("Amendment No.
1"). The Stock Purchase Agreement was previously filed
as an exhibit to Petrie's Current Report on Form 8-K,
filed August 26, 1994, and is incorporated herein by
reference. Amendment No. 1 was previously filed as an
exhibit to Petrie's Current Report on Form 8-K, filed
November 17, 1994, and is incorporated herein by
reference. A copy of the Press Release, issued December
9, 1994, announcing the consummation of the Sale, is
filed as Exhibit 99.1 to this Report and is incorporated
herein by reference.
Item 5. Other Events.
As of the close of business on December 16,
1994, $123,156,000 principal amount of Petrie's
outstanding 8% Convertible Subordinated Debentures due
December 15, 2010 (the "Debentures") were converted into
5,565,985 shares of Petrie common stock, par value $1.00
per share ("Petrie Common Stock"). The remaining
$1,844,000 principal amount of Debentures were redeemed
at a redemption price of $1,008 per $1,000 principal
amount of Debentures, together with accrued and unpaid
interest thereon of $39.333 per $1,000 principal amount
of Debentures, from June 15, 1994 to, but not including,
December 12, 1994. As a result of the conversions, the
number of shares of Petrie Common Stock outstanding has
increased to 52,349,103 shares.
A copy of the Notice of Redemption of the
Debentures was previously filed as an exhibit to Petrie's
Current Report on Form 8-K, filed November 17, 1994 and
is incorporated herein by reference. A copy of the Press
Release, issued December 13, 1994, announcing the
redemption of the Debentures, is filed as Exhibit 99.2 to
this Report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated
balance sheet of Petrie and its Subsidiaries
(collectively, the "Company") as of October 29, 1994
reflects the Sale which occurred on December 9, 1994 and
the conversion and redemption of the Debentures as of the
close of business on December 16, 1994. After the Sale
and the conversion and redemption of the Debentures,
the Company does not have any income or loss from
continuing operations. Accordingly, pro forma
statements of operations have not been included since
there is no income or loss to report from continuing
operations for the nine months ended October 29, 1994 or
the year ended January 29, 1994, after reflecting the pro
forma adjustments for these transactions.
Petrie Stores Corporation and Subsidiaries
Pro Forma Consolidated Balance Sheet
October 29, 1994
(Unaudited)
Historical Pro Forma Pro Forma
Balance Sheet Adjustments Balance Sheet
(in thousands)
Assets
Cash $ 177,500 (1)
(1,931) (2) $ 175,569
Net assets of
discontinued operations $ 177,500 (177,500) (1)
Investment in common stock 1,529,374 1,529,374
Debt issuance costs 1,103 (1,103) (2)
$1,707,977 $ (3,034) $1,704,943
Liabilities and Shareholders' Equity
Accrued interest expense $ 3,728 $ (3,728) (2)
Convertible subordinated
debentures 123,566 (123,566) (2)
Deferred income taxes 601,015 $ 601,015
Shareholders' equity 979,668 124,260 (2) 1,103,928
$1,707,977 $ (3,034) $1,704,943
Common shares outstanding 52,349
(1) Pro forma adjustments to reflect the sale of the retail operations.
(2) Pro forma adjustments to reflect the conversion and redemption of the
Debentures, at a redemption price of $1,008, together with accrued and
unpaid interest thereon of $39.333 per $1,000 principal amount of
debentures.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release, issued December 9, 1994.
99.2 Press Release, issued December 13, 1994.
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.
Dated: December 21, 1994
PETRIE STORES CORPORATION
By: /s/ Hilda Kirschbaum Gerstein
_____________________________
Name: Hilda Kirschbaum Gerstein
Title: Chief Executive Officer
Exhibit Index
Sequentially
Numbered
Exhibit Description Page
99.1 Press Release, issued
December 9, 1994
99.2 Press Release, issued
December 13, 1994
PETRIE STORES CORPORATION
70 Enterprise Avenue, Secaucus, N.J. 07094
(201) 866-3600
FOR IMMEDIATE RELEASE
Contact: Mary Ann Dunnell
(212) 484-6721
PETRIE STORES CONSUMMATES THE SALE
OF ITS RETAIL OPERATIONS
Secaucus, New Jersey, December 9, 1994 -- Petrie
Stores Corporation (NYSE: PST) announced today that it
has consummated the sale of its retail operations to an
investor group led by E.M. Warburg, Pincus & Co., Inc.
(which includes Verna Gibson, former President of The
Limited Stores, Inc., a division of The Limited, Inc.,
and members of senior management) for approximately $180
million in cash, net of expenses.
The sale was approved by Petrie's shareholders at
its 1994 Annual Meeting of Shareholders held on
December 6, 1994.
Prior to the sale, Petrie owned one of the largest
women's specialty retailing chains in the country -- with
approximately 1700 stores throughout the United States,
Puerto Rico, and the U.S. Virgin Islands. The trade
names of these stores include Marianne, G&G, Rave, Jean
Nicole, Winkleman's, Stuarts, and M.J. Carroll.
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PETRIE STORES CORPORATION
70 Enterprise Avenue, Secaucus, N.J. 07094
(201) 866-3600
FOR IMMEDIATE RELEASE
Contact: Mary Ann Dunnell
(212) 484-6721
PETRIE STORES REDEEMS CONVERTIBLE DEBENTURES
Secaucus, New Jersey, December 13, 1994 -- Petrie
Stores Corporation (NYSE: PST) announced today that
$122,601,000 principal amount of its outstanding 8%
Convertible Subordinated Debentures due December 15, 2010
(the "Debentures") have been converted into 5,540,902
shares of Petrie Stores Common Stock. In addition, the
remaining $2,399,000 principal amount of Debentures have
been redeemed at a redemption price of $1,008 per $1,000
principal amount of Debentures, together with accrued and
unpaid interest thereon of $39.333 per $1,000 principal
amount of Debentures, from June 15, 1994 to December 12,
1994. The conversion privilege expired yesterday at
3:00 p.m., New York time. As a result of the
conversions, the number of shares of Petrie Stores Common
Stock outstanding has increased to approximately 52.3
million shares.
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