<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) April 27, 2000
----------------
LAMONTS APPAREL, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-15542 75-2076160
- ---------------------------- --------------------- -------------------
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
12413 Willows Road N.E., Kirkland, Washington 98034
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (425) 814-5700
----------------
Not Applicable
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. OTHER EVENTS.
As previously reported, on January 4, 2000, Lamonts Apparel, Inc. (the
"Company"), filed a petition seeking protection under Chapter 11 of the United
States Bankruptcy Code. The filing was made in the United States Bankruptcy
Court, Western District of Washington at Seattle (the "Bankruptcy Court"), Case
No. 00-00045.
On April 24, 2000, the Company, as debtor and debtor in possession, and the
Official Committee of Unsecured Creditors of the Company, filed a motion with
the Bankruptcy Court entitled "Expedited Motion for Orders (A) Approving Notice
of Hearing and Bid Procedures, (B) Authorizing the Debtor and/or its Agent to
Conduct a Store Closing, Going-Out-of-Business, Total Liquidation or Similar
Theme Sale, and (C) Authorizing the Debtor to Enter into an Agency Agreement
Subject to Higher and Better Offers." Pursuant to this motion, the Bankruptcy
Court set May 8, 2000, as the date for hearing of the motion.
On April 26, 2000, the Company filed a second motion, this one entitled
"Debtor's Motion for Orders Authorizing the (1) Sale of Its Store Related Assets
(Excluding Inventory) Free and Clear of All Claims and Encumbrances; and (2)
Assumption and Assignment of Real Property Leases and Certain Executory
Contracts; Memorandum of Points and Authorities." The Bankruptcy Court set May
15, 2000, as the date for hearing of this motion. This motion was filed
following entry by the Company into a certain conditional Asset Purchase
Agreement with Gottschalks, Inc., dated April 24, 2000.
The Company anticipates that, pursuant to and as a result of the orders to
be entered by the Bankruptcy Court on these motions, substantially all of the
Company's assets will be sold. The proceeds from sale of these assets and the
other assets of the Company are expected to be sufficient to pay or otherwise
satisfy all of the secured and a substantial portion of the unsecured
indebtedness of the Company. There will not be sufficient assets, however, to
make any payment or other distribution whatsoever in respect of any of the
Company's stock.
Under the circumstances, the Company will not be filing its annual report
with the Securities Exchange Commission on Form 10-K. The Company does not
expect to file any further current or periodic reports pursuant to the
Securities Exchange Act of 1934, as amended, or rules and regulations adopted
pursuant to it.
Attached to this report as Exhibit 99.1 and incorporated by reference
herein is a copy of a press release issued by the Company upon its entry into
the Asset Purchase Agreement with Gottschalks, Inc., described previously. See
Item 7.
2
<PAGE>
Item 7. EXHIBITS.
99.1 Press Release issued by the Company on April 24, 2000.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
3
<PAGE>
SIGNATURE
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, thereto duly authorized.
LAMONTS APPAREL, INC.
Date: April 27, 2000 By: /s/ Debbie A. Brownfield
------------------------
Debbie A. Brownfield
Executive Vice President and
Chief Financial Officer
4
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release issued by the Company on April 24, 2000.
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Rivian Bell
(310) 827-2327
(888) 477-4319 (24 hours)
[email protected]
LAMONTS TO SELL ASSETS IN PURCHASE AGREEMENT
WITH GOTTSCHALKS INC.
RETAILER TO ACQUIRE ALL LAMONTS STORES
KIRKLAND, WASH. - April 24, 2000 - Lamonts Apparel, Inc. (OTC:LMNTE), which
operates 38 casual lifestyle and apparel stores in five Northwestern states,
announced today the signing of an agreement that allows Gottschalks, Inc.
(NYSE:GOT), a regional department store chain that operates 42 department stores
and 20 specialty apparel stores in the West and Northwest, to acquire Lamonts'
stores as an asset purchase, subject to approval by the Bankruptcy Court.
Under the agreement, Gottschalks will acquire all of Lamonts' store leases,
fixtures, and equipment. Gottschalks also intends to offer employment to
substantially all of Lamonts' store employees and managers. In anticipation of a
new owner, Lamonts' current inventory will be sold; a hearing is scheduled for
May 8, 2000 to review the inventory sales, which would commence on or about May
10, 2000. A hearing on the asset purchase agreement is scheduled for May 15,
2000.
Alan R. Schlesinger, Lamonts chairman of the board, stated that "the sale
to Gottschalks represents the best means to fulfill our fiduciary
responsibilities and maximize recovery to our creditors. We believe this is an
excellent match that will permit a well-established retailer to offer the type
of retail apparel and domestic goods upon which Lamonts' customers depend. We
are very pleased that Lamonts' communities will continue to be serviced in the
manner they have come to expect during our 30 years of operation, and we thank
our thousands of loyal customers for their support during this time.
"We are equally pleased that our dedicated store employees will have the
opportunity for continued
- MORE -
<PAGE>
LAMONTS APPAREL, INC. -2-2-2
employment. Our employees have been an important element in the Lamonts team
over the years, and I want to take this opportunity to acknowledge publicly
their support and dedication."
Lamonts' 115 corporate employees in Kirkland, Wash. in the greater Seattle
area will continue to receive compensation and benefits for at least 60 days, or
until June 24, 2000. When the sale is finalized, Lamonts' corporate office staff
will be released to pursue other employment opportunities.
The committee representing Lamonts' unsecured creditors has indicated
support for the sale. The company anticipates completion of its reorganization
proceedings within the next eight months.
Founded in 1967, Lamonts Apparel, Inc. operates 38 stores in Alaska, Idaho,
Oregon, Utah, and Washington. The company is headquartered in Kirkland, Wash.,
employs approximately 1,500 people, and has annual sales of approximately $210
million. The company voluntarily filed to reorganize under Chapter 11 on Jan. 4.
Additional corporate information is available at the company's web site at
www.lamonts.com.
Founded in 1904, Gottschalks, Inc. is a regional department store chain
based in Fresno, Calif. with annual sales including leased departments of
approximately $568 million. The original 10,000 square-foot dry goods store has
grown to encompass 42 department and 20 specialty apparel stores in California,
Nevada, Oregon, and Washington. Stores operate under the names Gottschalks,
Harris/Gottschalks, or Village East. The chain offers moderate to better
brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise.
STATEMENTS IN THIS PRESS RELEASE CONTAINING THE WORDS "BELIEVES,"
"ANTICIPATES," "EXPECTS," AND WORDS OF SIMILAR IMPORT, AND ANY OTHER STATEMENTS
WHICH MAY BE CONSTRUED AS A PREDICTION OF FUTURE PERFORMANCE OR EVENTS,
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE
THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY
RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FACTORS INCLUDE, AMONG OTHERS, (I) NATIONAL AND LOCAL GENERAL ECONOMIC AND
MARKET CONDITIONS, (II) DEMOGRAPHIC CHANGES, (III) LIABILITY AND OTHER CLAIMS
ASSERTED AGAINST THE COMPANY, (IV) COMPETITION, (V) THE LOSS OF A SIGNIFICANT
NUMBER OF CUSTOMERS OR SUPPLIERS, (VI) FLUCTUATIONS IN OPERATING RESULTS, (VII)
CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS, (VIII) BUSINESS DISRUPTIONS,
(IX) THE ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, (X) OWNERSHIP OF THE
COMPANY'S COMMON STOCK, (XI) VOLATILITY OF THE COMPANY'S STOCK PRICE, (XII)
DELAYS ON THE PART OF THE COMPANY OR SUPPLIERS OR OTHER THIRD PARTIES IN
ACHIEVING YEAR 2000 COMPLIANCE, (XIII) THE COMPANY'S ABILITY TO CONCLUDE ITS
VOLUNTARY REORGANIZATION PROCEEDINGS, AND (XIV) THE ADDITIONAL RISK FACTORS
IDENTIFIED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JAN. 30, 1999 AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (NO.
333-44311) INITIALLY FILED WITH THE SEC ON JAN. 15, 1998 (AND MOST RECENTLY
AMENDED ON OCT. 29, 1999), AND THOSE DESCRIBED FROM TIME TO TIME IN THE
COMPANY'S OTHER FILINGS WITH THE SEC, PRESS RELEASES AND OTHER COMMUNICATIONS.
THE COMPANY DISCLAIMS ANY OBLIGATIONS TO UPDATE ANY SUCH FACTORS OR TO ANNOUNCE
PUBLICLY THE RESULT OF ANY REVISIONS TO ANY OF THE FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
# # #
