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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report: November 1, 1996
JAN BELL MARKETING, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State of Incorporation)
1-9647 59-2290953
(Commission File Number) (IRS Employment Identification No.)
13801 N.W. 14th Street, Sunrise, Florida 33323
(Address of registrant's principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 846-2705
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Item 5. Other Events.
Attached hereto is a copy of a letter sent by Jan Bell Marketing, Inc.
to Ocean Reef Management, Inc. regarding a proposed transaction by Ocean Reef
Management, Inc. as well as a related press release issued by Jan Bell
Marketing, Inc. A copy of the press release is attached as Exhibit 99.1 and a
copy of the letter is attached as Exhibit 99.2.
Item 7. Exhibits.
Listed below are the exhibits filed as a part of this report.
99.1 Press release issued November 1, 1996.
99.2 Letter from Jan Bell Marketing, Inc. to Ocean Reef
Management, Inc.
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, thereunto duly authorized.
Jan Bell Marketing, Inc.
(Registrant)
By: /s/ David P. Boudreau
---------------------------------
David P. Boudreau
Senior Vice President of
Finance and Treasurer
Date: November 1, 1996
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JAN BELL MARKETING, INC.
PRESS RELEASE
SUNRISE, FL. November 1/BUSINESS WIRE/ -- Jan Bell Marketing, Inc. announced
today that it is responding to the proposal made last week by Ocean Reef
Management, Inc. and has requested more information on the financing, structure
and related matters.
Isaac Arguetty, Chairman of the Board, commented, "We've sent a letter to
Ocean Reef which will hopefully serve as a platform for a productive
discussion"
CONTACT: Jan Bell Marketing, Inc., Sunrise, Florida
David P. Boudreau, 954/846-2707
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JAN BELL MARKETING, INC.
13801 N.W. 14th Street
Sunrise, Florida 33323
November 1, 1996
Ocean Reef Management, Inc.
One Turnberry Place, Suite 800
19495 Biscayne Blvd.
Aventura, FL 33180
Attn: Joel Eidelstein
President
Dear Gentlemen:
As a follow up to the Tuesday October 28 conference call, we would like
to reaffirm and perhaps clarify our position concerning your proposed
transaction between Jan Bell Marketing, Inc. (the "Company") and Ocean Reef
Management ("Ocean Reef").
We remain extremely interested in holding productive discussions with
Ocean Reef so that we may better understand the details of the proposed
acquisition of the Company as stated in your October 21, 1996 letter. Without
further information, we are not equipped to entertain your request of Tuesday
that we assist you in the development of a proposal and in the structuring of
your financing. We believe that it would be more appropriate for you to develop
and submit to us a proposal for the all-cash $4 per share offer you have
announced based on the Company's publicly available information and your own
resources. We would then be prepared to devote the time and resources necessary
for evaluating such a transaction.
In particular, the proposal should provide us with more information
on the following subjects:
(i) the corporate vehicle and structure which would be used to
effect an acquisition;
(ii) the type of financing which would consummate the proposed ALL
CASH transaction including the senior debt, mezzanine and
equity components of such financing; and
(iii) the identity(ies) of potential financing partners, including
those whom you have approached and/or your traditional
partners, and some indication of their involvement in your
bidding process (i.e., commitments, highly confident letters,
or even expressions of interest).
We have a duty to our stockholders to give serious consideration to
your proposed transaction. We also have an obligation to our stockholders,
employees and trade partners to focus on our core business at this critical
moment in the holiday season. In order to pursue a potentially disruptive
transaction at this time, we must have reasonable confidence that you are
capable of consummating your proposal. We thus look forward to hearing more
details of your proposed transaction.
We are forwarding to you under separate cover a list of our fax and
telephone numbers so that you may easily contact us.
Very truly yours,
Thomas Epstein
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Thomas Epstein
Peter Offermann
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Peter Offermann
On behalf of the Board of Directors
of Jan Bell Marketing, Inc.
