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): November 12, 1996
The NEIMAN MARCUS GROUP, INC.
(Exact of name of registrant as specified in charter)
Delaware
(State or other jurisdiction of its incorporation)
1-9659 95-4119509
(Commission File Number) (I.R.S. Employer Identification No.)
27 Boylston Street, Chestnut Hill, MA 02167
(Address of principal executive offices) (Zip Code)
(617) 232-0760
(Registrant's Telephone Number, Including Area Code)<PAGE>
Item 5. Other Events.
On November 12, 1996, subject to the terms of an Exchange and
Repurchase Agreement between Harcourt General, Inc. ("Harcourt General"), the
Company's majority shareholder, and The Neiman Marcus Group, Inc. (the
"Registrant") incorporated herein by reference, the Registrant acquired from
Harcourt General (the "Repurchase") all of the Registrant s issued and
outstanding preferred stock, consisting of 500,000 shares of 9 1/4% Cumulative
Redeemable Preferred Stock (the "9 1/4% Preferred Stock") and 1,000,000 shares
of 6% Cumulative Convertible Preferred Stock (the "6% Preferred Stock" and,
together with the 9 1/4% Preferred Stock, the "Preferred Stock") in exchange for
3,857,142 shares of the Registrant's Common Stock issued to Harcourt General
(the "Stock Payment") and approximately $287 million (including accrued and
unpaid dividends) in cash (the "Cash Payment").
To partially fund the Cash Payment, the Registrant sold 8,000,000 shares
of its Common Stock in an underwritten public offering (the "Offering")
pursuant to a Registration Statement on Form S-3 (No. 333-11721) filed with
the Securities and Exchange Commission, from which it received (after
underwriting discounts, commissions and estimated expenses of the Offering)
approximately $267.3 million. The Registrant funded the balance of the Cash
Payment through bank borrowings.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
See pages F-1 through F-5.
(c) Exhibits.
2.1 Exchange and Repurchase Agreement, incorporated herein by
reference to Exhibit 10.1 to Registration Statement on Form S-3 of
The Neiman Marcus Group, Inc. dated October 10, 1996 (Registration
No. 333-11721).
-1-
<PAGE>
INDEX
Item 7(b) Pro Forma Financial Information Page Number
Introduction to Pro Forma Financial Information F-2
Consolidated Balance Sheets as of August 3, 1996 F-3
Consolidated Statements of Operations for the
year ended August 3, 1996 F-4
Notes to Pro Forma Financial Information F-5
F-1
<PAGE>
Introduction to Pro Forma Financial Information
The Neiman Marcus Group, Inc.
The historical consolidated financial statements presented below have been
derived from the audited Consolidated Financial Statements for the year ended
August 3, 1996, and are qualified by reference to, and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and Notes
thereto previously filed on Form 10-K. The pro forma consolidated balance
sheet and pro forma consolidated statement of operations presented below give
effect to the Repurchase as if it had occurred as of August 3, 1996 and July
30, 1995, respectively. The pro forma information does not purport to
represent what the Company's results of operations would have been if the
Repurchase had occurred as of the date indicated or what such results will be
for any future periods. The pro forma information should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
previously filed on Form 10-K.
In connection with the Repurchase, the Company will incur a non-recurring
charge to earnings available to common shareholders of $22.4 million. The
accompanying pro forma consolidated statement of operations does not reflect
this charge.
F-2<PAGE>
<TABLE>
Consolidated Balance Sheets
The Neiman Marcus Group, Inc.
(In thousands)
<CAPTION>
August 3, 1996
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets
Current assets
Cash and equivalents $ 12,659 $ $ 12,659
Accounts receivable, net 165,442 165,442
Merchandise inventories 443,948 443,948
Deferred income taxes 21,666 21,666
Other current assets 45,368 45,368
Total current assets 689,083 689,083
Property and equipment, net 457,625 457,625
Intangibles and other assets 105,642 105,642
Total assets $1,252,350 $ $1,252,350
Liabilities and Shareholders Equity
Current liabilities
Notes payable and current maturities
of long-term liabilities $ 35,576 $ $ 35,576
Accounts payable 192,146 192,146
Accrued liabilities 146,326 146,326
Total current liabilities 374,048 374,048
Long-term liabilities
Notes and debentures 292,000 19,941 (1) 311,941
Other long-term liabilities 69,940 69,940
Total long-term liabilities 361,940 19,941 381,881
Deferred income taxes 33,329 33,329
Redeemable preferred stocks 407,426 (407,426) (2) -
Common stock 380 119 (3) 499
Additional paid-in capital 83,106 402,161 (3) 485,267
Accumulated deficit (7,879) (14,795) (4) (22,674)
Total liabilities and
shareholders' equity $1,252,350 $ - $1,252,350
</TABLE>
See Notes to Pro Forma Financial Information.
F-3
<TABLE>
Consolidated Statements of Operations
The Neiman Marcus Group, Inc.
(In thousands except for per share amounts)
<CAPTION>
Year ended August 3, 1996
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues $2,075,003 $ $2,075,003
Costs of goods sold including buying
and occupancy costs 1,416,296 1,416,296
Selling, general and administrative
expenses 485,533 485,533
Corporate expenses 13,719 13,719
Operating earnings 159,455 159,455
Interest expense (28,228) 430 (5) (27,798)
Earnings before income taxes 131,227 430 131,657
Income tax expense (53,803) (176) (6) (53,979)
Net earnings 77,424 254 77,678
Dividends and accretion on
redeemable preferred stocks (29,104) 29,104 (7) -
Net earnings applicable to
common shareholders $ 48,320 $ 29,358 $ 77,678
Weighted average number of common and
common equivalent shares outstanding 38,218 11,857 (8) 50,075
Amounts per share applicable to
common shareholders:
Net earnings $ 1.26 $ 1.55
</TABLE>
See Notes to Pro Forma Financial Information.
F-4<PAGE>
THE NEIMAN MARCUS GROUP, INC.
NOTES TO PRO FORMA FINANCIAL INFORMATION
AS OF AND FOR THE YEAR ENDED AUGUST 3, 1996
(1) Reflects the incremental borrowings required to fund the Cash
Payment.
(2) Reflects the Repurchase.
(3) Reflects the issuances of 8.0 million shares to the public and 3.9
million shares to Harcourt General, for $267.3 million and $135.0
million, respectively.
(4) Reflects the reduction of common shareholder's equity of $8.6 million
and accrued dividends and accretion of $6.2 million.
(5) Reflects a reduction of $.4 million of interest expense.
(6) Reflects the incremental income taxes payable attributableto the
reduced interest expense, at the Company's effective tax rate.
(7) Reflects the elimination of dividends and accretion on the redeemable
preferred stocks.
(8) Reflects the 11.9 million shares of common stock issued in the
Offering and Repurchase.
F-5<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NEIMAN MARCUS GROUP, INC.
Date: November 25, 1996 By: /s/ Eric P. Geller
Eric P. Geller
Senior Vice President, General
Counsel and Secretary
S-1
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