PEEBLES INC
8-K, 1998-05-29
DEPARTMENT STORES
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NEWS RELEASE

Contact:  Steve Hannah, Peebles, Inc., 804.447.5396
Sam Watson, Ira A. Watson Co., 423.690.6000 ext. 289

                       REGIONAL DEPARTMENT STORE COMPANIES 
                 PEEBLES INC., AND IRA A. WATSON COMPANY TO MERGE

Peebles Inc. of South Hill, Va. and Ira A. Watson Co., of Knoxville, TN plan to 
merge operations, according to a joint announcement by the two companies.  The 
merger is subject to approval by the Watson Company's shareholders, and should 
close on June 15th, assuming all closing conditions are met.

Peebles is a privately held company operating 88 stores in 12 eastern states.  
Sales in 1997 were $217.7 million.  While most of its locations are in the 
southeast and mid-Atlantic states, the company has expanded in recent years
into Ohio, Pennsylvania, and upstate New York.

Mike Moorman, Chairman and CEO of Peebles, said 'Our stores and company 
culture are very similar to Watson's.  We both appeal to the same fashion 
customers living in suburban and medium-sized communities.  The merger will
strengthen our companies and allow us to better serve our markets'.

Watson's operates 25 stores in 7 states.  Sales in 1997 were $80.4 million.

Forrest Watson, Chairman and CEO of  Watson's, said "We believe this merger 
is a very positive development for our company, our customers and our 
shareholders.  Watson's and Peebles have enjoyed a long and close association. 
We have known Mike Moorman and his senior people for many years.  Their
approach to the business and their commitment to their customers in each
community is very similar to Watson's.  The significantly larger size of the 
merged company, which brings improved efficiencies and systems, will benefit 
all of the Watson's stores".

Moorman said, "The proposed merger will cause very few changes affecting 
store associates.  We also plan to continue operation of the central 
distribution center in Knoxville.  Plans will be developed to merge most of the
corporate office functions into the South Hill office.  We know Watson's has
provided excellent merchandise and services to its customers for 91 years and
it is our desire to build on these achievements.

May 22, 1998				



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