<PAGE> 1
As filed with the Securities and Exchange Commission on August
19, 1999
REGISTRATION STATEMENT NO. 333-[_________]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
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 of incorporation) (I.R.S. Employer Identification Number)
555 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
(781) 828-9300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-------------------------------
PHILIP G. ROSENBERG
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
J. BAKER, INC.
555 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
(781) 828-9300
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------------
With copies to:
STEPHEN W. CARR, P.C.
RAYMOND C. ZEMLIN, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
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. [ ]
----------------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------- --------------------- -------------------------- ------------------------ ------------------------
Proposed
Title of Shares Amount to be Proposed Maximum Maximum Amount of
to be Registered (2) Offering Price Per Aggregate Offering Registration Fee (3)
Registered Share (3) Price (3)
========================== ===================== ========================== ======================== ========================
<S> <C> <C> <C> <C>
Common Stock, par value
$.50 per share (1) 1,200,000 shares $7.50 $9,000,000 $2,502
========================== ===================== ========================== ======================== ========================
</TABLE>
(1) This Registration Statement also relates to the rights to purchase shares
of Series A Junior Participating Cumulative Preferred Stock of J. Baker,
Inc. which are to be attached to the 1,200,000 shares of Common Stock
issuable upon the exercise of certain warrants. Such rights generally
attach to all shares of Common Stock pursuant to the terms of
J. Baker, Inc.'s Shareholder Rights Agreement dated December 15, 1994.
Until the occurrence of certain prescribed events, the rights are
not exercisable, are evidenced by the certificates for the Common Stock and
will be transferred with and only with such Common Stock. Because no
separate consideration is paid for the rights, the registration fee
therefor is included in the fee for the Common Stock.
(2) The 1,200,000 shares of Common Stock being registered hereunder represent
shares of Common Stock issuable upon the exercise of certain warrants
issued to the Selling Stockholders named herein. In accordance with Rule
416 under the Securities Act of 1933, this Registration Statement also
covers such indeterminate number of shares of Common Stock that may be
offered or issued pursuant to terms which provide for a change in the
amount of shares of Common Stock being offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(3) These figures are estimates made solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the Securities Act of
1933. Based upon the average of the high and low prices per share of Common
Stock reported on the Nasdaq National Market on August 12, 1999, the fee
paid herewith for such shares is $2,502.
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 SECURITIES AND COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 3
The information in this Prospectus is not complete and may be changed. The
Selling Stockholders may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is effective. This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED , 1999
---------
PROSPECTUS
1,200,000 Shares
J. BAKER, INC.
COMMON STOCK
The Selling Stockholders identified in this Prospectus are offering to sell
up to an aggregate of 1,200,000 shares of Common Stock of J. Baker, Inc.
The Common Stock is quoted on the Nasdaq National Market under the trading
symbol "JBAK." The last reported sale price of the Common Stock on the Nasdaq
National Market on August 18, 1999 was $7.4375 per share.
The Selling Stockholders may sell their shares of Common Stock in any
manner described in the "Plan of Distribution" section of this Prospectus
beginning on page 10.
INVESTING IN THE COMMON STOCK OF J. BAKER, INC. INVOLVES CERTAIN RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 2.
NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1999
<PAGE> 4
RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating an investment in the shares of the Common Stock offered by this
Prospectus.
OUR CONVERSION, INTEGRATION AND OPERATION OF THE REPP LTD. BIG & TALL
STORES MAY NOT SUCCEED. On May 23, 1999, we acquired substantially all of the
assets of the Repp Ltd. Big & Tall and Repp Ltd. by Mail divisions of Edison
Brothers Stores, Inc. Edison is currently operating as a debtor-in-possession
under Chapter 11 of the United States Bankruptcy Code, as amended. We paid an
all cash purchase price of $31.7 million, subject to adjustment, for the
acquisition of 175 United States and Canadian Repp Ltd. Big & Tall retail
locations and the Repp Ltd. by Mail catalog business. We immediately sold Repp's
Canadian operations, 16 stores, to Grafton-Fraser, Inc., a Canadian men's
retailer, and commenced the closing of 31 stores in the United States. We are
operating the remaining 128 retail stores in the United States and the Repp Ltd.
by Mail catalog through a new subsidiary, JBI Apparel, Inc.
The Repp acquisition was financed primarily through the following:
* a new $20 million credit facility provided to JBI Apparel, Inc. by
BankBoston Retail Finance Inc.;
* a $5 million term loan provided to JBI Apparel, Inc. by Back Bay
Capital Funding LLC;
* the issuance by JBI Apparel, Inc. of $10 million of 13% senior
subordinated notes, and the related issuance by J. Baker, Inc. to
the Selling Stockholders of 5-year warrants enabling the holders to
purchase 1,200,000 shares of J. Baker, Inc.'s Common Stock at $5.00
per share, to the Selling Stockholders; and
* the sale of the Canadian Repp Ltd. Big & Tall operations and the
liquidation of the inventories in the 31 closing stores.
The conversion and integration of the acquired Repp Ltd. Big & Tall stores
into our retail chain and their on-going operations will require substantial
management, logistical and financial resources which might otherwise be devoted
to our existing operations. The 128 Repp Ltd. Big & Tall retail stores and the
Repp Ltd. by Mail catalog generated approximately $100 million in sales for the
fiscal year ended January 30, 1999. This would have constituted 14.6% of our
total revenues on a pro-forma basis as of January 30, 1999. Although we believe
our management information, merchandise purchasing and distribution systems are
capable of accommodating this growth, a failure of any of these systems to
effectively accommodate the demands of the additional stores and catalog
business could have a material adverse effect on our results of operations.
THE REPP ACQUISITION MAY ADVERSELY IMPACT OUR RESULTS. In the event the
operating results of the Repp Ltd. Big & Tall chain fail to meet our
expectations, our profitability will be adversely affected. In addition, the
warrants issued in connection with the financing of the Repp acquisition may
materially adversely affect the market price of J. Baker, Inc.'s Common Stock
and its per share financial results.
THE RETAIL APPAREL AND FOOTWEAR INDUSTRIES IN WHICH WE OPERATE ARE HIGHLY
COMPETITIVE. We compete against national and regional competitors, including
department, specialty and discount stores and other retailers. Sales of clothing
through catalogs, e-commerce, home shopping networks and other electronic media
provide additional sources of competition. Some of our competitors have
substantially greater financial resources than we do. Discount retailers with
significant buying power, such as Wal-Mart, K-Mart and Target stores, represent
an increasing source of competition for our licensed footwear business and
our footwear licensors. There can be no assurance that we will be able to
maintain or improve our sales, profitability or market share in the face of
increasing competition. Our Casual Male Big & Tall and Repp Ltd. Big & Tall
stores face more fragmented competition, primarily from independent operators.
If competitors with significant buying power were to enter these markets, our
sales, profitability or market share may be materially adversely affected.
2
<PAGE> 5
OUR HIGH LEVEL OF DEBT MAY ADVERSELY AFFECT OUR FINANCIAL AND OPERATING
FLEXIBILITY. We have substantial debt and debt service requirements, including
obligations under our bank credit facilities, which, in the aggregate, permit us
to borrow up to $155 million on a revolving basis, and outstanding fixed debt
obligations of approximately $99.5 million. As of July 31, 1999, we had
consolidated indebtedness of $205.1 million. This represents approximately 72%
of our total capitalization, using equity determined as of May 1, 1999. These
figures include the increased leverage we incurred due to the Repp acquisition.
All of our indebtedness is non-investment grade.
Our highly leveraged financial position has important consequences for us,
including:
* our ability to obtain additional financing for working capital,
capital expenditures, debt service requirements or acquisitions may be
limited;
* a substantial portion of our cash flow from operations will be
required to make debt service payments;
* our ability to take advantage of significant business opportunities
may be limited and our flexibility to react to changes in competitive
pressures and general economic conditions may be reduced;
* we could be at a competitive disadvantage with respect to less highly
leveraged companies with which we compete; and
* we may be more vulnerable in the event of a downturn in the economy or
a disruption in our business.
We expect to be able to repay the balance of our indebtedness and meet our
other obligations through cash generated from operations and future financing
transactions. Accordingly, we will need to extend our current credit
arrangements or obtain new credit arrangements and other sources of financing in
order to meet our future obligations and working capital requirements and to
fund our future capital expenditures. You should be aware that our ability to
repay or refinance our outstanding debt and to fund our capital expenditures and
other obligations depends on our financial and operating performance, including
the performance of the recently acquired Repp Ltd. Big & Tall stores and Repp
Ltd. by Mail catalog business. We cannot assure you of our future performance,
which depends upon a number of factors, many of which are beyond our control.
These factors include the possibility of:
* decreased consumer spending, particularly among those consumers who
comprise our primary customer base;
* deteriorating general economic conditions in the United States,
particularly in the regions in which our stores are located;
* increased competition from other department, specialty and discount
retailers as well as from catalogs, home shopping networks or other
electronic media;
* unseasonable weather, particularly during our traditional high-volume
periods; and
* failure of our merchandise suppliers to make their computer systems
year 2000 compliant in a timely manner.
OUR SENIOR DEBT OBLIGATIONS RESTRICT OUR FLEXIBILITY. Our credit facilities
and other indebtedness contain a number of significant provisions that, among
other things, restrict or limit our ability to:
* sell assets outside the ordinary course of business;
* incur additional indebtedness;
3
<PAGE> 6
* grant or incur liens on our assets;
* repay certain indebtedness;
* issue preferred stock;
* pay dividends;
* make certain investments or acquisitions;
* repurchase or redeem capital stock;
* engage in mergers or consolidations; and
* engage in certain transactions with our affiliates.
These limitations could hurt our ability to finance our future operations
or capital needs or make acquisitions that may be in our interest. In addition,
our credit facilities require that we achieve specified financial results. Our
inability to deliver these results could result in a default under the bank
credit agreements, in which event the lenders could elect to:
* declare all our outstanding borrowings under such agreements, as well
as accrued interest and fees, to be due and payable; and
* require us to apply all of our available cash to repay those
borrowings.
A default under any of our credit facilities or other indebtedness, if not
cured in a timely manner, would also result in a default under our other credit
facilities and other indebtedness. If we were unable to repay those borrowings
when due, the lenders under our bank credit facilities could proceed against
their collateral, which, in the aggregate, includes a first priority lien on
substantially all of our assets in our footwear and Repp Ltd. Big & Tall
businesses and a first priority security interest in the capital stock of our
subsidiaries.
THE LOSS OF OUR KEY EXECUTIVES COULD HAVE A SIGNIFICANT IMPACT ON US. Our
success will depend, in large part, on the efforts, abilities and experience of
Alan Weinstein, our Chief Executive Officer, as well as other of our key
employees. It is possible that Mr. Weinstein or other members of executive
management may resign or retire or be unavailable from time to time, and such
departures or absences could have a material adverse effect on our business,
financial condition and results of operations. We do not maintain key-person
life insurance on any of our executive officers.
OUR ABILITY TO USE OUR NET OPERATING LOSS CARRY FORWARDS COULD BE LIMITED.
At January 30, 1999, we had net operating loss carry forwards totalling
approximately $195 million available to reduce our future federal income tax
liabilities. Our ability to use these loss carry forwards to reduce our future
federal income tax liabilities could be limited by lack of earnings or if we
were to experience more than a 50% change in ownership over any three-year
period, all as defined and governed by section 382 of the Internal Revenue Code.
For purposes of determining if a 50% change in ownership occurs within any
three-year period, any public stock offerings during that period are taken into
account in accordance with applicable regulations. If the benefits of these loss
carry forwards were so limited, our earnings and cash resources could be
materially adversely affected.
WE MAY BE AFFECTED BY UNEXPECTED YEAR 2000 PROBLEMS. In operating our
business, we depend on information technology and process control systems that
use computers and embedded microprocessors. We also depend on the proper
functioning of the computer systems of third parties, particularly the more than
300 suppliers from whom we purchase the merchandise sold in our stores and
catalog. Many computer systems and microprocessors can only process dates in
which the year is represented by two digits. As a result, some of these systems
and processors may interpret "00" incorrectly as the year 1900 instead of the
year 2000, in
4
<PAGE> 7
which event they could malfunction or become inoperable after December 31, 1999.
Systems and processors that can properly recognize the year 2000 are referred to
as "year 2000 compliant."
We have assessed our own business and management information systems and
believe that those of our systems that are material to our operations are, or
before the end of 1999 will be, year 2000 compliant, although we cannot assure
you that our assessment will prove to be correct. During fiscal 1999, we
completed the conversion of our three primary mainframe computer programs to be
year 2000 compliant. To date, we have expended approximately $3.7 million on
year 2000 compliance. We anticipate expending an additional $300,000 on year
2000 compliance. We also have taken steps to determine whether our principal
suppliers and business partners are or expect to be year 2000 compliant by the
end of this year. Based on our inquiries, we are reasonably comfortable that we
will not experience any material business interruptions or shipment delays from
our key business partners or major suppliers due to year 2000 issues. However,
we cannot assure you of the year 2000 compliance of all of the business partners
and suppliers who do business with us, and it is possible that a number of those
third parties may encounter problems with their systems after the end of this
year. If one or more of our suppliers is unable to produce or ship merchandise
to us as a result of a computer system malfunction, we nevertheless believe that
there are adequate alternative sources for similar merchandise.
ANTI-TAKEOVER PROVISIONS COULD IMPEDE OR DISCOURAGE A THIRD-PARTY
ACQUISITION OF US. The Restated Articles of Organization and By-Laws of J.
Baker, Inc. include provisions that may discourage or prevent certain types of
transactions involving an actual or potential change in control of J. Baker,
Inc., including transactions in which the stockholders might otherwise receive a
premium for their shares over then-current market prices. In addition, these
provisions may limit the ability of the stockholders to approve transactions
that they may deem to be in their best interests. For example, the Restated
Articles of Organization of J. Baker, Inc. enable our Board of Directors to fix
the rights and preferences of and to issue shares of Preferred Stock. The Board
of Directors could avail itself of this authority to discourage or to prevent
certain types of transactions involving an actual or potential change of control
of J. Baker, Inc., which could have an adverse effect on the price of our Common
Stock. In addition, Chapter 110F of the Corporation Law of The Commonwealth of
Massachusetts prohibits us from engaging in certain business combinations with
interested stockholders unless special super-majority stockholder votes are
obtained. These provisions may have the effect of delaying or preventing a
change in control of us and therefore could adversely affect the price of our
Common Stock. We also have adopted a Shareholder Rights Plan which could have a
similar effect.
WE MAY BE SUBJECT TO RISKS ASSOCIATED WITH OUR LICENSORS. Our licensed shoe
department business depends, in large part, upon our two largest licensors: Ames
Department Stores, Inc. and Bradlees Stores, Inc. On December 31, 1998, Ames
Department Stores, Inc. ("Ames"), our largest licensor, acquired control of
Hills Stores Company ("Hills"), our second largest licensor at that time. In
March 1999, Ames consummated the merger of Hills into a subsidiary of Ames. At
the time of the acquisition, Hills operated 155 discount department stores in
twelve states. In February, 1999, Ames began a program to remodel and convert
150 of the acquired Hills stores to Ames stores in three sequential phases. Upon
the completion of the remodeling and conversion process, all such stores will be
incorporated into our license agreement with Ames on the same terms and
conditions as presently exist. The first two stages of remodeling, involving 104
stores, have been completed and the final stage, involving 46 stores, is
scheduled to be completed in September 1999. In the event that Ames fails to
effectively integrate and operate the former Hills stores, our sales in those
stores may be adversely affected.
We derived approximately 25.3% and 24.3% of our net sales from Ames during
fiscal 1999 and 1998, respectively, including net sales from Hills in both
periods. Ames accounted for approximately 56.9% and 54.4% of our licensed shoe
department business's net sales during fiscal 1999 and 1998, respectively,
including net sales from Hills in both periods. We derived approximately 7.5%
and 8.1% of our net sales from Bradlees, currently our second largest licensor,
during fiscal 1998 and 1999, respectively. Bradlees accounted for approximately
16.9% and 18.0% of our licensed shoe department business's net sales during
fiscal 1999 and 1998, respectively. The loss of either of our two largest
licensors could have a material adverse effect on us. Furthermore, the success
of the licensed shoe department business depends on the success of these
licensors. The success of these licensors is generally outside our control and
depends substantially on the licensors' ability to advertise, merchandise and
attract customers to their stores. A decline in the financial or other
condition of any of these licensors could have a material adverse effect on our
5
<PAGE> 8
business, financial condition and results of operations. There can be no
assurance that the financial condition of any our licensors will not deteriorate
and/or result in a filing by any such licensor for protection under Chapter 11
or for liquidation under Chapter 7 of the United States Bankruptcy Code.
WE MAY HAVE DIFFICULTY SUCCESSFULLY EXECUTING OUR GROWTH STRATEGIES. Our
growth is dependent upon our ability to successfully execute our growth
strategies. In particular, our growth is dependant upon our ability to increase
our sales at existing stores, improve margins and open new Casual Male Big &
Tall and Repp Ltd. Big & Tall stores. In fiscal 2000, we expect to open 6 new
Casual Male Big & Tall stores and 10 new Repp Ltd. Big & Tall stores. These
numbers include 3 new Casual Male Big & Tall stores and 3 new Repp Ltd. Big &
Tall stores that have been opened through July 31, 1999. To offset the planned
store openings, we closed 4 Casual Male Big & Tall stores and 2 Work'n Gear
stores during the first six months of fiscal 2000. We plan to close
approximately an additional 5 Casual Male Big & Tall stores during fiscal 2000.
The number of licensed shoe departments operated by us is largely dependent on
the store openings and closings by our licensors, as we are generally required
to operate a licensed footwear department within each store operated by a
licensor. In fiscal 2000, we expect to open 15 new footwear departments and
close 12 existing departments.
The success of our growth strategy will depend upon a number of factors,
including the identification of suitable markets and sites for new stores,
negotiation of leases on acceptable terms, construction or renovation of sites
in a timely manner at acceptable costs and maintenance of sales generated by the
existing store base. In addition, we must be able to hire, train and retain
competent managers and personnel and manage the systems and operational
components of our growth. Our failure to identify, consummate and successfully
achieve our targets for opening new stores on a timely basis, obtain acceptance
in markets in which we currently have a limited or no presence, attract
qualified management and personnel, appropriately adjust operational systems and
procedures or integrate strategic acquisitions could have a material adverse
effect on our business, financial condition and results of operations. There can
be no assurance that the opening of new stores in existing markets will not have
an adverse effect on sales at existing stores in these markets. Through these
business strategies, we seek to improve the gross margins of our apparel
operations. There can be no assurance that we will be able to do so. Our failure
to successfully implement these strategies could have a material adverse effect
on our business, financial condition and results of operations.
WE ARE VULNERABLE TO ECONOMIC AND MARKET CONDITIONS. The retail apparel and
footwear businesses are dependent upon the level of consumer spending, which may
be adversely affected by an economic downturn or a decline in consumer
confidence. An economic downturn, weakness in overall consumer demand or
increased inflation in the United States, the Northeast region of the United
States or any state from which we derive a significant portion of our sales
could have a material adverse effect on our business, financial condition and
results of operations. As a result, changes in governmental trade, monetary,
fiscal or taxing policies may adversely affect our sales and earnings. In
addition, as store payroll is one of our most significant expenses, any increase
in the Federal or state minimum wage could have an adverse impact on our hourly
pay rates, which could have a material adverse effect on our business, financial
condition and results of operations.
Our success depends in part upon our ability to anticipate and respond to
changing consumer preferences and merchandise trends in a timely manner. Any
failure on our part to anticipate, identify and respond to such trends could
adversely affect consumer acceptance of the merchandise in our stores, which in
turn could have a material adverse effect on our business, financial condition
and results of operations and on our image with our customers. If we
miscalculate either the market for our merchandise or our customers' purchasing
habits, we may be required to sell a significant amount of unsold inventory at
lower gross margins, which would have an adverse effect on our business,
financial condition and results of operations.
WE ARE AFFECTED BY SEASONALITY. Sales of our products have historically
reflected significant seasonality. We have historically experienced higher
earnings in the second and fourth fiscal quarters of the year, reflecting the
higher sales volume generated by, among other things, the Father's Day and
Christmas selling seasons. Unseasonable weather may affect sales of seasonal
products, especially during the traditional high-volume periods. In addition,
our quarterly results of operations may fluctuate materially depending on, among
other things, increases or decreases in comparable store sales, adverse weather
conditions, shifts in
6
<PAGE> 9
timing of certain holidays and changes in our merchandise mix. Such fluctuations
may have a material adverse effect on our business, financial condition and
results of operations.
WE ARE RELIANT ON KEY VENDORS. We are dependent to a significant degree
upon our ability to purchase merchandise at competitive prices. Although during
fiscal 1999, no vendor accounted for greater than 7% of our purchases, the loss
of our relationship with any significant vendor of a name brand product could
have a material adverse effect on our business, financial condition and results
of operations. We generally purchase merchandise from key vendors pursuant to
purchase orders and are not presently a party to long-term merchandise supply
contracts with any key vendors. There can be no assurance that we will be able
to acquire merchandise at competitive prices or on competitive terms in the
future. Due to the specialized nature of some apparel we sell and the lead time
required for orders from vendors, it is particularly important that we
adequately anticipate our inventory needs for each selling season. Since
specialized apparel is often based on particular specifications, we may not be
able to restock merchandise or replace merchandise which is lost or damaged in
time for the appropriate selling season.
LABOR CONDITIONS MAY HAVE A MATERIAL ADVERSE IMPACT ON OUR PERFORMANCE. If
we cannot attract and retain quality employees, our business will suffer. We
depend on attracting and retaining quality employees. Many of our employees are
in entry level or part-time positions with historically high rates of turnover.
We may be unable to meet our labor needs while controlling costs due to external
factors such as unemployment levels, minimum wage legislation and changing
demographics.
WE FACE MANY RISKS ASSOCIATED WITH FOREIGN MANUFACTURING. We contract for
the manufacture of merchandise with independent third parties in the United
States and abroad. Additionally, our vendors contract for the manufacture of a
significant percentage of their merchandise in foreign countries. Risks inherent
in foreign manufacturing include economic and political instability,
transportation delays and interruptions, restrictive actions by foreign
governments, the laws and policies of the United States affecting the
importation of goods including duties, quotas and taxes, trade and foreign tax
laws, and fluctuations in currency exchange rates. There can be no assurance
that, in the future, these risks will not result in increased costs and delays
or disruption in product deliveries that could cause loss of sales and damage to
customer relationships and could have a material adverse effect on our business,
financial condition and results of operations. In addition, there can be no
assurance that foreign manufacturers from which we purchase merchandise will
abide by the same labor standards to which we and other United States companies
are subject. Foreign labor practices in the apparel and manufacturing industries
have recently attracted substantial attention from the media, interest groups,
public figures and government officials. The failure of foreign manufacturers to
meet appropriate manufacturing standards could generate negative publicity,
which in turn could have an adverse impact on our image with our customers and
on our business.
From time to time, the United States Congress has considered legislation
which could result in import restrictions. In addition, various foreign
countries in which we and our primary competitors source footwear have
considered voluntary export restrictions. We benefit from "most favored nation"
provisions in trade treaties between the United States and certain countries in
which the footwear industry's main suppliers are located. From time to time, the
United States Congress has proposed legislation which could result in such
provisions being rescinded from particular trade treaties. This could, in turn,
result in higher product costs to us as well as to our competitors and may have
a material adverse effect on our business, financial condition or results of
operations. In particular, there has been extensive congressional debate with
respect to the most favored nation provision of the trade treaty between the
United States and China. Currently, we directly import a significant percentage
of the merchandise for our licensed shoe department business from China. In
fiscal 1999, we imported over 90% of our licensed shoe merchandise from China.
In addition, our other footwear vendors have a substantial portion of their
product manufactured in China. In July 1999, Congress renewed the most favored
nation provision of the trade treaty between the United States and China for
one year. If the most favored nation provision of the trade treaty between the
United States and China is not renewed in the future, the cost of importing
merchandise from China would increase and we could experience merchandise
shortages, delays in delivery or price increases. Such loss of most favored
nation treatment of China would have a material adverse effect on our business,
financial condition and results of operations.
7
<PAGE> 10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including the information incorporated herein by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. The words "believes," "anticipates," "estimates," "intends," "may,"
"will," "should," "expects" and other expressions which are predictions of or
indicate future events and trends and which do not relate to historical matters
identify forward-looking statements. In addition, from time to time, we or our
representatives have made or may make forward-looking statements, orally or in
writing. Furthermore, forward-looking statements may be included in our filings
with the Commission as well as in press releases or oral presentations made by
or with the approval of one of our authorized executive officers.
We caution you to bear in mind that forward-looking statements, by their
very nature, involve assumptions and expectations and are subject to risks and
uncertainties. Although we believe that the assumptions and expectations
reflected in the forward-looking statements contained in this Prospectus are
reasonable, no assurance can be given that those assumptions or expectations
will prove to have been correct. Important factors that could cause actual
results to differ materially from our expectations are disclosed in this
Prospectus, including, without limitation, under the caption "Risk Factors."
These factors include, but are not limited to, the following:
* decreased consumer spending, particularly among those consumers who
comprise our primary customer base;
* deteriorating general economic conditions in the United States,
particularly in the regions in which our stores are located;
* increased competition from other department, specialty and discount
retailers as well as from catalogs, home shopping networks or other
electronic media;
* unseasonable weather, particularly during our traditional high-volume
periods; and
* failure of our merchandise suppliers to make their computer systems
year 2000 compliant in a timely manner.
All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
these factors and the cautionary statements contained throughout this
Prospectus.
THE COMPANY
J. Baker, Inc. is a Massachusetts corporation. Our principal executive
offices are located at 555 Turnpike Street, Canton, Massachusetts 02021. Our
telephone number is (781) 828-9300.
USE OF PROCEEDS
Since the shares of Common Stock covered by this Prospectus are being sold
by the Selling Stockholders and not us we will not receive any proceeds from the
sale of the Common Stock under this Prospectus.
MATERIAL TERMS OF THE SELLING STOCKHOLDERS TRANSACTION
On May 19, 1999, J. Baker, Inc., its wholly-owned subsidiary JBI, Inc., and
JBI, Inc.'s wholly-owned subsidiary, JBI Apparel, Inc. entered into a Securities
Purchase Agreement with the Selling Stockholders. Under the terms of the
Securities Purchase Agreement, JBI Apparel, Inc. sold to the Selling
Stockholders, in a private placement transaction, an aggregate principal amount
of $10 million of 13% senior subordinated notes.
8
<PAGE> 11
In addition, J. Baker, Inc. issued to the Selling Stockholders, in the same
transaction, Warrants to purchase up to 1,200,000 shares of Common Stock of
J. Baker, Inc. at $5.00 per share. The Warrants are exercisable at any time on
or prior to May 21, 2004. In connection with the Securities Purchase Agreement,
the parties entered into a Registration Rights Agreement. Pursuant to the
Registration Rights Agreement, J. Baker, Inc. agreed to register the resale
of the number of shares of Common Stock issuable upon exercise of the Warrants.
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Name of Selling Stockholder Number of Shares of Number of Shares of Number of Shares of Percentage
Common Stock Common Stock Offered Common Stock Ownership
Beneficially Owned as Hereby Beneficially Owned After Offering
of August 19, 1999(1) After Offering(2)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DLJ Fund Investment 216,598 216,598 0 *
Partners II, L.P.
--------------------------------------------------------------------------------------------------------------------------
DLJ Private Equity 19,824 19,824 0 *
Employees Fund, L.P.
--------------------------------------------------------------------------------------------------------------------------
DLJ Private Equity 556,418 556,418 0 *
Partners Fund, L.P.
--------------------------------------------------------------------------------------------------------------------------
Nicole Arnaboldi 3,000 3,000 0 *
--------------------------------------------------------------------------------------------------------------------------
Christine Chen 480 480 0 *
--------------------------------------------------------------------------------------------------------------------------
Glen Dershowitz 480 480 0 *
--------------------------------------------------------------------------------------------------------------------------
Steven G. Puccinelli 12,000 12,000 0 *
--------------------------------------------------------------------------------------------------------------------------
Peter Schaeffer 6,000 6,000 0 *
--------------------------------------------------------------------------------------------------------------------------
Shelly Wong 1,200 1,200 0 *
--------------------------------------------------------------------------------------------------------------------------
Cornerstone Capital, Inc. 91,193 24,000 67,193 *
(3)
--------------------------------------------------------------------------------------------------------------------------
MJ Whitman Pilot Fish 120,000 120,000 0 *
Opportunity Fund, L.P.
--------------------------------------------------------------------------------------------------------------------------
GB Investment, LLC 240,000 240,000 0 *
</TABLE>
* Less than one percent.
------------------------
(1) Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities and includes any securities which the person has the right
to acquire within 60 days of August 19, 1999 through the conversion or
exercise of any security or other right. In the case of each of the
Selling Stockholders, the number of shares shown consists of shares
issuable upon exercise of the Warrants.
(2) Assumes the sale of all of the shares of Common Stock.
9
<PAGE> 12
(3) David Pulver, a director of J. Baker, Inc., is the sole stockholder of
Cornerstone Capital, Inc.
PLAN OF DISTRIBUTION
The shares of Common Stock offered by this Prospectus (the "Shares") are
being offered on behalf of the Selling Stockholders. The Selling Stockholders
(and donees, pledgees, transferees or other successors in interest receiving
Shares from a Selling Stockholder after the date of this Prospectus) may offer
and sell all or a portion of their Shares at various times in one or more of the
following types of transactions:
* in the over-the-counter market;
* in private transactions and in transactions other than those in the
over-the-counter market;
* in connection with short sales of the Shares;
* by pledge to secure debts or other obligations;
* in connection with the writing of non-traded and exchange traded call
options, swaps or derivatives (exchange-listed or otherwise) and in
settlement of other transactions in standardized or over-the-counter
options;
* cross or block trades;
* "at the market" to or through market makers, into an existing market;
* direct sales to purchasers or sales effected through agents;
* hedging transactions with broker-dealers (who may short the Common
Stock); or
* in a combination of any of the above transactions.
These transactions may be at market price, at prices related to the market
price, at negotiated prices or at fixed prices that may be changed. If the
Selling Stockholders use the services of any underwriter, broker, dealer or
agent to assist with the sale of Shares, the party providing services may be
paid for their efforts. The compensation can be paid by either the buyer or the
seller of the Shares and can be in the form of a discount, commission or
concession. The buyer and the seller will determine how much compensation will
be paid and the form in which it will be paid. It is possible that the agent
providing these services, or the Selling Stockholders, might be considered to be
underwriters under the Securities Act of 1933, and any profits received or
compensation paid could be considered an underwriting discount or commission
under the Securities Act of 1933.
At the time a particular offer of Shares is made, a prospectus supplement,
to the extent required, will be distributed which will set forth the aggregate
amount and type of Shares being offered, the names of the Selling Stockholders,
the purchase price, the amount of expenses of the offering and the terms of the
offering, including the name or names of any underwriters, brokers, dealers or
agents, any discounts, commissions and other items constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.
Under the Securities Exchange Act of 1934 and applicable rules and
regulations promulgated thereunder, any person engaged in a distribution of any
of the Shares may not simultaneously engage in market making activities with
respect to the Shares for a period of 5 days prior to the commencement of the
distribution, subject to certain exemptions. In addition and without limiting
the foregoing, the Selling Stockholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, including without limitation Regulation M, which provisions may
limit the timing of purchases and sales of any of the shares of Common Stock
of J. Baker, Inc. by the Selling Stockholders.
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been registered
or qualify for sale in such state or an exemption from registration or
qualification is available and is complied with.
10
<PAGE> 13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus is part of a Registration Statement we filed with the SEC
to register the J. Baker, Inc. Common Stock offered in this offering. It does
not repeat important information that you can find in the Registration Statement
or in the reports and other documents that we file with the SEC. The SEC allows
us to "incorporate by reference" the information we file with it. This means
that we can disclose important information to you by referring to other
documents that are legally considered to be part of this Prospectus, and later
information that we file with the SEC will automatically update and supersede
the information in this Prospectus and the documents listed below. We
incorporate by reference the documents listed below, and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, until the Selling Stockholders sell all the shares of Common Stock
offered under this Prospectus:
1. J. Baker, Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 30, 1999;
2. J. Baker, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter
ended May 1, 1999;
3. J. Baker, Inc.'s Proxy Statement filed with the SEC on May 5, 1999,
prepared in connection with the Annual Meeting of Stockholders held on
June 1, 1999;
4. the description of Common Stock contained in J. Baker, Inc.'s
Registration Statement on Form 8-A, filed with the SEC on June 2,
1986, as amended, under Section 12 of the Securities Exchange Act of
1934 and any amendments or reports filed for the purpose of updating
such description; and
5. the description of the rights to purchase shares of J. Baker, Inc.'s
Series A Junior Participating Cumulative Preferred Stock contained in
J. Baker, Inc.'s Registration Statement on Form 8-A filed with the SEC
on December 15, 1994, as amended, under Section 12(g) of the
Securities Exchange Act of 1934 and any amendments or reports filed
for the purpose of updating such description.
You may request a copy of these filings at no cost by writing or
telephoning J. Baker, Inc. at the following address: Chief Financial Officer, J.
Baker, Inc., 555 Turnpike Street, Canton, Massachusetts 02021 (Telephone: (781)
828-9300).
You should rely only on the information incorporated by reference or
contained in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. The Selling
Stockholders are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
Prospectus or any supplement is accurate as of any date other than the date on
the front of those documents.
J. Baker, Inc. files annual, quarterly and special reports, proxy
statements and other information electronically with the SEC. You may read a
copy of any reports, statements or other information that J. Baker, Inc. files
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room. J. Baker, Inc.'s SEC filings are also available
from the Internet site maintained by the SEC at http://www.sec.gov.
LEGAL MATTERS
The validity of the shares of Common Stock has been passed upon for us by
Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
EXPERTS
Our financial statements, which are incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, have been audited by
KPMG LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein upon the authority of
said firm as experts in giving said reports.
11
<PAGE> 14
================================================================================
You should rely only on the information incorporated by reference or
contained in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. The Selling
Stockholders are not making an offer of the J. Baker, Inc. Common Stock in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
--------------------
TABLE OF CONTENTS
Page
----
Risk Factors................................ 2
Special Note Regarding Forward-Looking
Statements................................ 8
The Company................................. 8
Use of Proceeds............................. 8
Material Terms of the Selling Stockholders
Transaction............................... 8
Selling Stockholders........................ 9
Plan of Distribution........................ 10
Incorporation of Certain
Documents by Reference.................... 11
Legal Matters............................... 11
Experts..................................... 11
================================================================================
================================================================================
1,200,000 Shares
J. BAKER, INC.
COMMON STOCK
----------
PROSPECTUS
----------
, 1999
---------
================================================================================
<PAGE> 15
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 Common
Stock being registered are set forth in the following table (all amounts except
the registration fee are estimated):
Registration Fee $ 2,502
Legal Fees and Expenses 75,000
Accounting Fees 5,000
Printing Fees 5,000
Miscellaneous 5,000
-------
TOTAL $92,502
=======
All expenses referenced above will be borne by J. Baker, Inc.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by applicable Massachusetts law, Article 6A of J. Baker,
Inc.'s Articles of Organization, as amended, provides that J. Baker, Inc. shall
indemnify, except as limited by law or as otherwise provided in J. Baker, Inc.'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 J. Baker, Inc. 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 J. Baker, Inc. in such capacity or, at the request of
J. Baker, Inc., 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
J. Baker, Inc. 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 J. Baker, Inc., no indemnification shall be provided to such
person with respect to a matter if J. Baker, Inc. 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
J. Baker, Inc. Directors and officers of J. Baker, Inc. 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 J. Baker, Inc.'s Articles of Organization provides that no
director of J. Baker, Inc. shall be personally liable to J. Baker, Inc. 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. Article
6F also states, however, that Article shall not eliminate or limit any liability
of a director:
* for any breach of the director's duty of loyalty to the Corporation or
its stockholders,
* for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
* under Sections 61 or 62 of the Massachusetts Business Corporation Law,
or
* 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 J. Baker, Inc. shall be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling J.
Baker, Inc. pursuant to the foregoing provisions, the Commission has expressed
its opinion that such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
II-1
<PAGE> 16
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1(1) Registration Rights Agreement, dated as of May 19, 1999.
4.2(2) Securities Purchase Agreement, dated as of May 19, 1999.
4.3(3) Form of Warrant to Purchase Shares of Common Stock of J. Baker,
Inc. issued to each of the Selling Stockholders on May 19, 1999.
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
Common Stock being registered.
*23.1 Consent of KPMG LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on page II-4).
- ---------------------------
(1) Incorporated by reference from Exhibit 4.05 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
(2) Incorporated by reference from Exhibit 4.01 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
(3) Incorporated by reference from Exhibit 4.03 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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 the Registration Statement; and
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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; and
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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.
II-2
<PAGE> 17
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant 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 registrant 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, J. Baker, Inc.
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 Canton, Massachusetts, on the 19th day of August, 1999.
J. BAKER, INC.
By: /s/ Alan I. Weinstein
---------------------------------------
Alan I. Weinstein
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of J. Baker, Inc., hereby severally constitute Alan I. Weinstein and
Philip G. Rosenberg, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable J. Baker, Inc. to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Alan I. Weinstein President, Chief Executive Officer August 19, 1999
- ------------------------------------- and Director (Principal Executive
Alan I. Weinstein Officer)
/s/ Philip G. Rosenberg Executive Vice President, Chief August 19, 1999
- ------------------------------------- Financial Officer and Treasurer
Philip G. Rosenberg (Principal Financial and Accounting
Officer)
/s/ Sherman N. Baker Chairman of the Board of Directors August 19, 1999
- -------------------------------------
Sherman N. Baker
/s/ J. Christopher Clifford Director August 19, 1999
- -------------------------------------
J. Christopher Clifford
/s/ Douglas Kahn Director August 19, 1999
- -------------------------------------
Douglas Kahn
/s/ Harold Leppo Director August 19, 1999
- -------------------------------------
Harold Leppo
/s/ David Pulver Director August 19, 1999
- -------------------------------------
David Pulver
/s/ Theodore M. Ronick Director August 19, 1999
- -------------------------------------
Theodore M. Ronick
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ Melvin M. Rosenblatt Director August 19, 1999
- -------------------------------------
Melvin M. Rosenblatt
/s/ Nancy Ryan Director August 19, 1999
- -------------------------------------
Nancy Ryan
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1(1) Registration Rights Agreement, dated as of May 19, 1999.
4.2(2) Securities Purchase Agreement, dated as of May 19, 1999.
4.3(3) Form of Warrant to Purchase Shares of Common Stock of J.
Baker, Inc. issued to each of the Selling Stockholders.
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
Common Stock being registered.
*23.1 Consent of KPMG LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on page II-4).
- ----------------------
(1) Incorporated by reference from Exhibit 4.05 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
(2) Incorporated by reference from Exhibit 4.01 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
(3) Incorporated by reference from Exhibit 4.03 to J. Baker, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 1, 1999.
* Filed herewith.
E-1
<PAGE> 1
EXHIBIT 5.1
OPINION OF GOODWIN, PROCTER & HOAR LLP
August 19, 1999
J. Baker, Inc.
555 Turnpike Street
Canton, MA 02021
Ladies and Gentlemen:
This opinion is furnished in connection with the registration on Form S-3
(the "Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of 1,200,000 shares (the "Shares") of common
stock, par value $.50 per share (the "Common Stock"), of J. Baker, Inc., a
Massachusetts corporation (the "Company"), issuable upon the exercise of
Warrants (the "Warrants") issued by the Company to the Selling Shareholders
named in the Registration Statement.
In connection with rendering this opinion, we have examined the Restated
Articles of Organization of the Company and the Bylaws of the Company, each as
amended to date; such records of the corporate proceedings of the Company as we
deemed material; a Registration Statement on Form S-3 under the Securities Act
relating to the Shares and the Prospectus contained therein; and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares when sold
will be duly authorized, legally issued, fully paid and nonassessable.
The foregoing assumes that all requisite steps with respect to the
Shares were taken to comply with the requirements of the Securities Act and
applicable requirements of state laws regulating the offer and sale of
securities. The foregoing also assumes that all Shares issued upon exercise
of the Warrants will be issued in accordance with the terms of the Warrants.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Legal Matters" in the Prospectus which is a part of such
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
E-2
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of J. Baker, Inc. on Form S-3 (File No. 333- ) of our report dated May 1, 1999,
on our audits of the consolidated financial statements of J. Baker, Inc. as of
January 30, 1999 and January 31, 1998, and the related consolidated statements
of earnings, stockholders' equity and cash flows for each of the years in the
three-year period ended January 30, 1999, which report is included in the
Company's Annual Report on Form 10-K. We also consent to the reference to our
Firm under the caption "Experts."
/s/ KPMG LLP
KPMG LLP
Boston, Massachusetts
August 19, 1999
E-3
