SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 29, 1998.
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
------------------------ -----------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (804)447-5200
--------------
<PAGE>
Item 2. Acquisition of Assets
(dollars in thousands, except per share amounts)
(a) PRIOR REPORTS: Reference is hereby made to the registrant's Current
Report on Form 8-K dated (and filed) May 29, 1998 which is incorporated
herein by reference.
(b) CONSUMMATION OF MERGER: On June 29, 1998, a merger (the "IAW Merger")
was consummated whereby the Ira A. Watson Co. ("Watson's), a Delaware
corporation, became a wholly-owned subsidiary of Peebles Inc. ("Peebles"
or the "Company"), a Virginia Corporation. Watson's 25 department stores
are located in markets demographically consistent with Peebles 85 stores.
Watson's stores operate in seven states, three of which represent new
states for Peebles. The concentration of Watson's stores, however, are
in states where Peebles has a presence and these Watson's markets
are congruent with planned expansion.
In consummation of the IAW Merger, $23,650 cash was disbursed
as follows: i) $2,661 to common and preferred shareholders;
ii) $14,927 to refinance pre-merger bank debt; iii) $1,352 to a
third party financial services company for the outstanding
balance of the Watson's proprietary charge card accounts;
iv) $1,158 for certain acquisition and financing fees;
and v) $3,552 for the retirement of certain trade liabilities.
Proceeds to consummate the IAW Merger were primarily provided by
the Company's Credit Agreement, as amended and restated.
The IAW Merger will be accounted for under the purchase method
of accounting, and as such, the final calculated purchase price
will be allocated to the fair value of tangible and assets and
the excess of cost over net assets acquired.
At the date of this filing, July 14, 1998, the financial
statements and exhibits, including the pro forma financial
statements and exhibits, required by Item 7. "Financial Statements
and Exhibits" are not available. The financial statements and
exhibits required are expected to be filed under cover of Form 8
within 60 days of the date of this filing.
<PAGE>
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.
---------------------
(Registrant)
Dated: July 14, 1998 By: /s/ Michael F. Moorman
--------------------------
Michael F. Moorman
President and Chief Executive
Officer (Principal Executive
Officer)
Dated July 14, 1998 By: /s/ E. Randolph Lail
---------------------------
E. Randolph Lail
Chief Financial Officer
(Principal Financial
Officer)
