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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 30, 1999
THE NEIMAN MARCUS GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9659 95-4119509
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
27 Boylston Street, Chestnut Hill, Massachusetts 02467
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(Address of Principal Executive Offices) (Zip Code)
(617) 232-0760
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 30, 1999, The Neiman Marcus Group, Inc. ("NMG") consummated a
recapitalization in which its outstanding Common Stock, par value $.01 per share
("Common Stock"), was converted into two classes of common stock, consisting of
Class A Common Stock, par value $.01 per share ("Class A Common Stock"), which
is entitled to elect up to 18% of the Board of Directors of NMG, and Class B
Common Stock, par value $.01 per share ("Class B Common Stock"), which is
entitled to elect 82% of the Board of Directors of NMG (the "Recapitalization").
Prior to the Recapitalization, Harcourt General, Inc. ("Harcourt General") was
the beneficial owner of 26,429,502 shares of Common Stock. Pursuant to the
Recapitalization, 21,440,960 shares of Class B Common Stock have been issued to
Harcourt General in exchange for the same number of shares of Common Stock held
by Harcourt General. The remainder of the Common Stock, including 4,988,542
shares retained by a wholly-owned subsidiary of Harcourt General, has been
converted into Class A Common Stock. Harcourt General has previously announced
its intention to distribute on a tax-free basis its shares of Class B Common
Stock to the common stockholders of Harcourt General.
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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.
HE NEIMAN MARCUS GROUP, INC.
Dated: October 1, 1999 By: /s/ Eric P. Geller
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Eric P. Geller
Senior Vice President, General Counsel and
Secretary
