Registration Statement No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J. BAKER, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2866591
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
555 Turnpike Street
Canton, MA 02021
(617) 828-9300
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
-------------------------------
MARK T. BEAUDOUIN
J. BAKER, INC.
555 Turnpike Street
Canton, Massachusetts 02021
(617) 828-9300
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The Prospectus contained in this Registration Statement relates also to the
registration statement on Form S-3 (No. 33-51645) of the Registrant, and is
intended to be the combined Prospectus referred to in Rule 429 under the
Securities Act of 1933, as amended. Such Registration Statement on Form S-3 is
accordingly amended to reflect the information contained herein.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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Title of Shares to Be Amount to be Registered(1) Proposed Maximum Proposed Maximum Amount of
Registered Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee(3)
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Common Stock, par value
$.50 per share 6,001 $7.50 $45,007.50 $100.00
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</TABLE>
(1) These shares are in addition to the 30,948 shares covered by the
Registration Statement filed on December 22, 1993 (No. 33-51645) which
remain unsold.
(2) Estimated solely for purposes of determining the registration fee.
(3) Filing fee computed pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average of the high
and low sales prices of the Common Stock reported on the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System on April 17, 1996. A registration fee of $335.85 was paid
on filing of the Registration Statement on December 22, 1993.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS Subject to Completion,
Dated April 24, 1996
J. BAKER, INC.
36,949 SHARES OF COMMON STOCK
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The shares of common stock, $.50 par value (the "Common Stock"), of J.
Baker, Inc. (the "Company") covered by this Prospectus are being offered by
certain stockholders (the "Selling Stockholders") of the Company. The Company
will not receive any of the proceeds of the sale of the shares offered hereby.
For information respecting the Selling Stockholders and the plan of distribution
of the shares of Common Stock, see "Selling Stockholders" and "Plan of
Distribution" herein.
The Company has been advised by the Selling Stockholders that any of
the shares listed above which are sold pursuant to this offering will from time
to time be sold in transactions effected by or through registered broker-dealers
pursuant to unsolicited orders or unsolicited offers to buy, in independent,
negotiated transactions, or otherwise. Such shares will be sold at market prices
prevailing at the time of sale or at negotiated prices. The Selling Stockholders
have advised the Company that they have made no arrangements with any brokerage
firm or otherwise regarding the sale of their shares of Common Stock.
Normal commission expenses and brokerage fees are payable by the
Selling Stockholders. Expenses of the registration, issuance and distribution of
the shares offered hereby (other than commission expenses and brokerage fees
will be borne by the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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(Sidebar)
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale will be unlawful prior to
registration or qualification under the securities laws of any such State.
The date of this Prospectus is April 24, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 5th Street, N.W., Washington,
D.C. 20549, as well as at the following regional offices: 7 World Trade Center,
Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is listed on the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ").
Reports, Proxy Statements and other information concerning the Company may be
inspected at NASDAQ.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Prospectus by
reference:
The Company's Annual Report on Form 10-K for the Company's fiscal year
ended January 28, 1995 filed with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act").
The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 29, 1995, July 29, 1995 and October 28, 1995.
The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Exchange Act dated June 2, 1986, including any amendment or report filed for
the purpose of amending such description.
All documents filed by the Company with the Commission after the date
of this Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of the offering of Common Stock covered by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be made a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on request, a copy of any or all of the
documents referred to herein that have been incorporated by reference, other
than exhibits to such documents. Requests for such copies should be directed to
Chief Accounting Officer, J. Baker, Inc., 555 Turnpike Street, Canton, MA 02021
(Telephone No. (617) 828-9300).
<PAGE>
THE COMPANY
J. Baker, Inc., the issuer of the shares of Common Stock offered
hereby, has its principal executive offices at 555 Turnpike Street, Canton, MA
02021. The telephone number of said offices is (617) 828-9300.
USE OF PROCEEDS
All the shares of Common Stock offered hereby are being sold by the
Selling Stockholders. See "Selling Stockholders". The Company will not receive
any of the proceeds from such sale.
SELLING STOCKHOLDERS
The table below sets forth: (i) the name and address of each Selling
Stockholder, (ii) the number of shares of Common Stock owned beneficially by
each Selling Stockholder prior to the offering, (iii) the number of shares of
Common Stock offered by each Selling Stockholder hereby, and (iv) the number of
shares of Common Stock and the percentage of the class to be owned by each
Selling Stockholder, after the offering, assuming all shares offered hereby are
sold. The Selling Stockholders are former stockholders of Tishkoff Enterprises,
Inc. ("TEI") who, pursuant to a Stock Purchase Agreement dated November 19, 1993
(the "Stock Purchase Agreement") among the Company, TEI and such Selling
Stockholders, sold their shares of Common Stock, with no par value, of TEI to
the Company in exchange for the shares of the Company's Common Stock offered
hereby. The Selling Stockholders received 51,430 shares of the Company's Common
Stock at the closing of the sale of their TEI shares to the Company and an
additional 6,001 shares at the expiration of the indemnification period as
provided for in the Stock Purchase Agreement. Pursuant to the Stock Purchase
Agreement and a subsequent merger of JBAK Acquisition Corp., a wholly-owned
subsidiary of the Company, with and into TEI, TEI became a wholly-owned
subsidiary of the Company. Pursuant to the merger, the corporate name of TEI was
changed to Shoe Corporation of America, Inc. ("SCOA") and pursuant to a
subsequent merger of SCOA with and into JBI, Inc., a wholly-owned subsidiary of
the Company, SCOA became a division of JBI, Inc. (the "SCOA division"). The
Selling Stockholders are entitled to certain rights with respect to the
registration under the Securities Act of 1933 of the shares of Common Stock
acquired pursuant to the Stock Purchase Agreement.
<TABLE>
<S> <C> <C> <C> <C>
Beneficial Ownership of Common
Beneficial Ownership Stock After the Offering
of Common Stock Shares of Common Percent of
Before the Offering Stock to be Offered Outstanding
Selling Stockholder (Number of Shares) Shares Shares
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Dennis B. Tishkoff (1)
50 North Drexel Avenue
Columbus, OH 43209 32,773(2)(3) 23,754 8,750(3) *
Stuart M. Tishkoff (4)
13902 Indian Mound Road
Pickerington, OH 43147 4,743(5) 3,412 1,331(5) *
Michael J. Chambers(6)
124 St. Julien Street
Worthington, OH 43085 339 339 0 *
Joseph C. O'Riordan (7)
2424 McCoy Road
Columbus, OH 43220 697(8) 300 397(8) *
<PAGE>
James Flacche (9)
6221 Sunbury Road
Westerville, OH 43081 176(10) 63 113(10) *
Louis L. Siegel (11)
8121 Bunyan Drive
Reynoldsburg, OH 43068 550(12) 300 250(12) *
Edward L. Schlegel (13)
242 Deer Meadow Drive
Gahanna, OH 43230 998(14) 601 397(14) *
Daniel P. Cress (15)
2625 Edington Road
Columbus, OH 43221 1,351(16) 601 750(16) *
Glenn F. Vititoe (17)
647 Mohican Way
Westerville, OH 43081 941.5(18) 601 340.5(18) *
Jerald J. Tishkoff (19)
24300 Chagrin Blvd., Ste. 315
Beachwood, OH 44122 4,452 4,327 125 *
Fahn D. Tishkoff (20)
50 North Drexel Avenue
Columbus, OH 43209 300 300 0 *
Pearl Fishman Thall
6637 Vancouver Lane
Naples, FL 33942 2,351 2,351 0 *
</TABLE>
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* Represents less than one percent of the outstanding shares.
(1) Mr. Dennis Tishkoff is the President and Chief Executive Officer of the
SCOA division and an Executive Vice President of the Company. Mr.
Tishkoff is the husband of Fahn Tishkoff, the brother of Stuart
Tishkoff and the cousin of Jerald Tishkoff.
(2) Includes 269 shares owned by Mr. Tishkoff's wife.
(3) Includes 8,750 shares issuable upon the exercise of stock options.
(4) Mr. Stuart Tishkoff is Vice President-Merchandising of the SCOA division
and, until his resignation on November 19, 1993, was a director of TEI.
He is the brother of Mr. Dennis Tishkoff and the cousin of Mr.
Jerald Tishkoff.
(5) Includes 1,331 shares issuable upon exercise of stock options.
<PAGE>
(6) Until his resignation on November 19, 1993, Mr. Chambers was a director
and the Chief Financial Officer of TEI.
(7) Mr. O'Riordan is the Vice President-Administration and Control of the
Company's SCOA division.
(8) Includes 397 shares issuable upon the exercise of stock options.
(9) Mr. Flacche is the Director of the SCOA division's distribution center.
(10) Includes shares issuable upon the exercise of stock options.
(11) Mr. Siegel is a merchandise buyer for the SCOA division.
(12) Includes 250 shares issuable upon the exercise of stock options.
(13) Mr. Schlegel is a merchandise buyer for the SCOA division.
(14) Includes 397 shares issuable upon the exercise of stock options.
(15) Mr. Cress is a merchandise buyer for the SCOA division.
(16) Includes 750 shares issuable upon the exercise of stock options.
(17) Mr. Vititoe is director of merchandise planning and control for the SCOA
division.
(18) Includes 113 shares issuable upon the exercise of stock options.
(19) Until his resignation on November 19, 1993, Mr. Jerald Tishkoff was a
director of TEI. Mr. Jerald Tishkoff is the cousin of Mr. Dennis
Tishkoff and Mr. Stuart Tishkoff.
(20) Until her resignation on November 19, 1993, Ms. Tishkoff was a director
of TEI. Ms. Tishkoff is the wife of Mr. Dennis Tishkoff.
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that any of
the shares listed above which are sold pursuant to this offering will from time
to time be sold in transactions effected by or through registered broker-dealers
pursuant to unsolicited orders or unsolicited offers to buy, in independent,
negotiated transactions, or otherwise. Such shares will be sold at market prices
prevailing at the time of sale or at negotiated prices. The Selling Stockholders
have advised the Company that they have made no arrangements with any brokerage
firm or otherwise regarding the sale of their shares of Common Stock. It is
intended that this offering shall terminate on the earlier of (i) the sale of
all the shares of Common Stock registered hereby or (ii) two years and six
months from the date hereof.
SECURITIES TO BE OFFERED
The securities offered hereby consist of shares of the Company's Common
Stock, par value $.50 per share. The Common Stock is traded on the
over-the-counter market and has been quoted through NASDAQ (NASDAQ Symbol: JBAK)
since June 5, 1986.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon by
Mark T. Beaudouin, Esq., General Counsel to the Company.
EXPERTS
The consolidated financial statements and financial statement schedules
of J. Baker, Inc. incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended January 28, 1995 have been
included herein in reliance on the reports of KPMG Peat Marwick, independent
certified public accountants, given on the authority of that firm as experts in
auditing and accounting.
<PAGE>
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No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock to which it relates or
of such Common Stock in any state or other jurisdiction where, or to any person
to whom, such offer or solicitation would be unlawful. Except where otherwise
indicated herein, this Prospectus speaks as of its date and neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that there has been no change in the affairs of the
Company since the date hereof.
36,949 SHARES
J. BAKER, INC.
COMMON STOCK
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PROSPECTUS
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April 24, 1996
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee........................................... $ 100
Accountants' fees and expenses............................. $2,500
Legal fees and expenses.................................... $2,000
Miscellaneous.............................................. $ 500
Total......................................................... $5,100
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by the Company.
Item 15. Indemnification of Directors and Officers.
As permitted by applicable Massachusetts law, Article 6A of the
Company's Articles of Organization, as amended, provides that the Company shall
indemnify, except as limited by law or as otherwise provided in the Company's
Articles of Organization, each person who serves or has served as a director or
in any other office filled by election or appointment by the stockholders or the
Board of Directors of the Company against all liability fixed by a judgment,
order, decree, or award in any action, suit or proceeding, civil or criminal,
brought or threatened in or before any court, tribunal, administrative or
legislative body or agency incurred by such person in connection with each such
action, suit or proceeding in which such person is involved as a result of
serving or having served the Company in such capacity or, at the request of the
Company, as a director, officer, employer or other agent of any other
organization. No indemnification will be provided under Article 6A to such a
person with respect to a matter as to which it shall have been adjudicated in
any such action, suit or proceeding that such person did not act in good faith
in the reasonable belief that such person's action was in the best interests of
the Company. Also, in the event that any such action, suit or proceeding is
compromised or settled so as to impose any liability or obligation upon such
person or upon the Company, no indemnification shall be provided to such person
with respect to a matter if the Company has obtained an opinion of counsel that
with respect to such matter such person did not act in good faith in the
reasonable belief that such person's action was in the best interests of the
Company. Directors and officers of the Company may also be entitled to
indemnification from the Selling Stockholders with respect to certain matters
arising in connection with this Registration Statement.
Article 6F of the Company's Articles of Organization provides that no
director of the Company shall be personally liable to the Company or to its
stockholders for monetary damages for breach of the director's duty as a
director notwithstanding any provision of law imposing such liability; provided,
however, that Article 6F also states that that Article shall not eliminate or
limit any liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) with respect to any transaction from which the director derived an
improper personal benefit.
Article 6F also provides that if the Massachusetts Business Corporation
Law is subsequently amended to further eliminate or limit the personal liability
of directors or to authorize corporate action to further eliminate or limit such
liability, then the liability of the directors of the Company shall be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.
<PAGE>
Item 16. Exhibits.
The Exhibits listed in the accompanying Exhibit Index are filed as part
of this Registration Statement.
Item 17. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Canton, Commonwealth of Massachusetts, on April 24,
1996.
J. BAKER, INC.
By /s/ Jerry M. Socol
-------------------------
Jerry M. Socol, President
and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry M. Socol, Alan I. Weinstein and
Mark T. Beaudouin, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 and to file the same with
all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as each such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jerry M. Socol Director, President and April 24, 1996
- ------------------------ Chief Executive Officer
Jerry M. Socol Chief Executive Officer
(Principal Executive
Officer)
<PAGE>
/s/ Alan I. Weinstein Senior Executive Vice April 24, 1996
- ---------------------
Alan I. Weinstein President, Chief Admini-
strative Officer and Chief
Financial Officer (Principal
Financial Officer)
/s/ Philip G. Rosenberg First Senior Vice President, April 24, 1996
- -------------------------
Philip G. Rosenberg Chief Accounting Officer
and Treasurer (Principal
Accounting Officer)
/s/ Sherman N. Baker Director April 24, 1996
- -----------------------
Sherman N. Baker
/s/ J. Christopher Clifford Director April 24, 1996
- ----------------------------
J. Christopher Clifford
/s/ Ervin D. Cruce Director April 24, 1996
- ---------------------------
Ervin D. Cruce
/s/ Douglas H. Kahn Director April 24, 1996
- --------------------------
Douglas H. Kahn
/s/ David Pulver Director April 24, 1996
- -----------------------------
David Pulver
/s/ Melvin M. Rosenblatt Director April 24, 1996
- --------------------------
Melvin M. Rosenblatt
/s/ Nancy Ryan Director April 24, 1996
- ---------------------------
Nancy Ryan
/s/ Stanley Simon Director April 24, 1996
- ---------------------------
Stanley Simon
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
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4 Instruments Defining the Rights of Security Holders, Including Indentures
-------------------------------------------------------------------------
4.01 Senior Notes and Senior Subordinated Notes with Stock Purchase Warrants
dated May 1, 1989 (filed as Exhibit 4.01 to the Company's Form 10-Q Report
for the quarter ended July 29, 1989 and incorporated herein by reference).
4.02 Amendment dated November 13, 1995 to Senior Subordinated Note Agreement
dated May 1, 1989 (filed as Exhibit 4.02 to the Company's Form 10-Q Report
for the quarter ended October 28, 1995 and incorporated herein by
reference).
4.03 Indenture dated as of January 15, 1992 by and between Morse Shoe, Inc. and
State Street Bank and Trust Company as Trustee with respect to Convertible
Subordinated Debentures due 2002 (filed as Exhibit 4.12 to the Company's
Form 10-K Report for the year ended January 30, 1993 and incorporated
herein by reference).
4.04 First Supplemental Indenture (dated as of January 30, 1993) to the
Indenture (dated January 15, 1992) under which Convertible Subordinated
Debentures Due 2002 were issued by Morse Shoe, Inc. (filed as Exhibit 4.01
to the Company's Form 10-Q Report for the quarter ended May 1, 1993 and
incorporated herein by reference).
4.05 Indenture dated as of June 12, 1992 by and between J. Baker,Inc. and Fleet
National Bank, (formerly Shawmut Bank), et al, as trustee with respect to
7% Convertible Subordinated Notes due 2002 (filed as Exhibit 4.08 to the
Company's Form 10-Q Report for the quarter ended August 1, 1992 and
incorporated herein by reference).
4.06 Revolving Credit and Loan Agreement by and among JBI, Inc., et al., and
Fleet National Bank, et. al., dated as of February 1, 1993 (filed as
Exhibit 4.03 to the Company's Form 10-K Report for the year ended January
30, 1993 and incorporated herein by reference).
4.07 Guarantee Agreement dated as of February 1, 1993, between J. Baker, Inc.,
Fleet National Bank, et. al., and subsidiaries of J. Baker, Inc. (filed as
Exhibit 4.09 to the Company's Form 10-K Report for the year ended
January 30, 1993 and incorporated herein by reference).
4.08 Security Agreement dated as of February 1, 1993, between JBI, Inc., J.
Baker, Inc., and Fleet National Bank, et. al., (filed as Exhibit 4.10 to
the Company's Form 10-K Report for the year ended January 30, 1993 and
incorporated herein by reference).
4.09 Stock Pledge Agreement dated as of February 1, 1993 by and between JBI,
Inc., J. Baker, Inc., Fleet National Bank, et al, and subsidiaries of J.
Baker, Inc. (filed as Exhibit 4.11 to the Company's Form 10-K Report for
the year ended January 30, 1993 and incorporated herein by reference).
<PAGE>
Page
-----
4.10 First Amendment and Waiver Agreement by and among JBI, Inc., J. Baker,
Inc. and Fleet National Bank, et. al., dated as of November 19, 1993
(filed as Exhibit 4.07 to the Company's Form 10-Q Report for the quarter
ended October 30, 1993 and incorporated herein by reference).
4.11 Assumption Agreement by Tishkoff Enterprises, Inc. dated as of
November 19, 1993 (filed as Exhibit 4.08 to the Company's Form 10-Q
Report for the quarter ended October 30, 1993 and incorporated herein by
reference).
4.12 First Amendment to Pledge Agreement by and among JBI, Inc., J. Baker, Inc.
and Fleet National Bank, et. al., dated as of November 19, 1993 (filed as
Exhibit 4.09 to the Company's Form 10-Q Report for the quarter ended
October 30, 1993 and incorporated herein by reference).
4.13 Second Amendment to Pledge Agreement by and among JBI, Inc., J. Baker,
Inc. and Fleet National Bank, et. al., dated as of December 30, 1993
(filed as Exhibit 4.14 to the Company's Form 10-K Report for the year
ended January 29, 1994).
4.14 Assumption Agreement by Shoe Corporation of America, Inc. dated as of
December 30, 1993 (filed as Exhibit 4.15 to the Company's Form 10-K
Report for the year ended January 29, 1994).
4.15 Second Amendment Agreement by and among JBI, Inc., J. Baker, Inc. and
Fleet National Bank, et. al., dated as of April 29, 1994 (filed as
Exhibit 4.01 to the Company's Form 10-Q Report for the quarter ended April
30, 1994).
4.16 Third Amendment Agreement to Revolving Credit and Loan Agreement by
and among JBI, Inc., J. Baker, Inc. and Fleet National Bank, et. al.,
dated December 1, 1994 (filed as Exhibit 4.01 to the Company's Form 10-Q
Report for the quarter ended October 29, 1994 and incorporated herein by
reference).
4.17 Fourth Amendment Agreement to Revolving Credit and Loan Agreement by
and among JBI, Inc., J. Baker, Inc. and Fleet National Bank, et. al.,
dated March 6, 1995 (filed as Exhibit 4.16 to the Company's Form 10-K
Report for the fiscal year ended January 28, 1995 and incorporated herein
by reference).
4.18 Fifth Amendment Agreement to Revolving Credit and Loan Agreement by and
among JBI, Inc., J. Baker, Inc. and Fleet National Bank, et. al., dated
May 19, 1995 (filed as Exhibit 4.01 to the Company's Form 10-Q Report for
the quarter ended April 29, 1995 and incorporated herein by reference).
4.19 Assumption Agreement between TCMB&T, Inc. and Fleet National Bank, et.
al., dated as of May 19, 1995 (filed as Exhibit 4.02 to the Company's Form
10-Q Report for the quarter ended April 29, 1995 and incorporated herein
by reference).
<PAGE>
Page
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4.20 Second Amendment to Pledge Agreement among JBI, Inc., J. Baker, Inc. and
Fleet National Bank, et. al., dated as of May 19, 1995 (filed as Exhibit
4.03 to the Company's Form 10-Q Report for the quarter ended April 29,
1995 and incorporated herein by reference).
4.21 Sixth Amendment to Revolving Credit and Loan Agreement by and among
JBI, Inc., J. Baker, Inc. and Fleet National Bank, et. al., dated as of
September 12, 1995 (filed as Exhibit 4.01 to the Company's Form 10-Q
Report for the quarter ended July 29, 1995 and incorporated herein by
reference).
4.22 Seventh Amendment to Revolving Credit and Loan Agreement by and among JBI,
Inc., J. Baker, Inc. and Fleet National Bank, et.al., dated November 17,
1995 (filed as Exhibit 4.01 to the Company's Form 10-Q Report for the
quarter ended October 28, 1995 and incorporated herein by reference).
4.23 Shareholder Rights Agreement between J. Baker, Inc. and Fleet National
Bank, et.al., dated as of December 15, 1994 (filed as Exhibit 4.01 to the
Company's Form 8-K Report dated December 15, 1994 and incorporated
herein by reference).
5 Opinion of Mark T. Beaudouin, Esq.*
23.01 Consent of KPMG Peat Marwick*
23.02 Consent of Mark Beaudouin (included in Opinion filed as Exhibit No. 5)*
24 Powers of Attorney (included on Signature Page of this Registration
Statement)*
* Filed herewith.
<PAGE>
J. BAKER, INC. EXHIBIT 5
555 Turnpike Street
Canton, MA 02021
April 24, 1996
J. Baker, Inc.
555 Turnpike Street
Canton, MA 02021
RE: J. Baker, Inc. Registration Statement
on Form S-3 (the "Registration Statement")
Gentlemen:
This opinion relates to an aggregate of up to 36,949 shares of Common
Stock, par value $.50 per share, of J. Baker, Inc. (the "Company"), which are
the subject of the above-referenced Registration Statement filed with the
Securities and Exchange Commission on April 24, 1996.
The shares covered by the Registration Statement (the "Shares") are
being sold by the Selling Stockholders named in the Registration Statement (the
"Selling Stockholders"). I have examined the Articles of Organization and Bylaws
of the Company, all as amended to date; such records of the corporate
proceedings of the Company as I deemed material; the Registration Statement and
all exhibits thereto; and such other certificates, receipts, records and
documents as I deemed necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
sold by the Selling Stockholders have been duly authorized and are legally
issued, fully paid and non-assessable.
The foregoing assumes that all steps necessary to comply with the
registration requirements of the Securities Act of 1933, as amended, and with
applicable requirements of state law regulating the sale of securities will be
duly taken.
I understand that this opinion is to be used in connection with the
Registration Statement. I consent to the filing of this opinion with the
Registration Statement.
Very truly yours,
/s/ Mark T. Beaudouin
------------------------------
Mark T. Beaudouin, Esq.
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference and to the
reference made to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 24, 1996
