SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 1995
Commission file number 33-27126
PEEBLES INC.
Virginia 54-0332635
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Peebles Street
South Hill, Virginia 23970-5001 (804) 447-5200
(Address of principal executive offices) (Telephone Number)
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Item 1. Change in Control
On June 9, 1995 PHC Retail Holding Company, an affiliate of
Kelso & Company, an investment firm located in New York, New
York, acquired all of the outstanding common stock of Peebles
Inc. as the result of the merger of a wholly-owned subsidiary
of PHC Retail Holding Company with and into Peebles Inc.
Prior to the merger, the outstanding shares of common stock of
Peebles Inc. were owned by approximately 96 shareholders, each
of whom received $30 per share in cash for their shares of
Peebles Inc. common stock as a result of the merger.
Approximately $60 million of the funds required to effect the
transaction was provided by affiliates of Kelso & Company and
members of management of Peebles Inc. The balance of the
funding for the transaction, in the form of a $120 million
credit facility, was provided by a group of financial
institutions led by Natwest Bank, N.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PEEBLES INC.
Dated: June 14, 1995 By: /s/ Michael F. Moorman
-------------------------
Michael F. Moorman
President and Chief Executive
Officer (Principal Executive
Officer)
By: /s/ E. Randolph Lail
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E. Randolph Lail
Chief Financial Officer,
Senior Vice President- Finance
Treasurer and Secretary
(Principal Financial Officer)
