SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 2,1995
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Commission file number 33-27126
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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
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(Address of principal executive offices) (Telephone Number)
Item 5. Other Events
At a special meeting of shareholders of Peebles Inc. held on June
2, 1995, the shareholders of Peebles Inc. approved an Agreement
and Plan of Merger pursuant to which Peebles Inc. will be
acquired by PHC Retail Holding Company ("PHC Retail"), an
affiliate of Kelso & Company, Inc., an investment firm located in
New York City. Approximately 93% of the outstanding shares of
Peebles Inc. common stock were voted in favor of the transaction.
In connection with the merger, shareholders of Peebles Inc. will
receive $30 per share in cash for their shares of Peebles common
stock. The transaction is expected to close on June 9, 1995.
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 5, 1995 By: /s/ Michael F. Moorman
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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)
