SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 30,1994 Commission File
Date of Report No. 0-17540
(Date of earliest event reported)
MONTGOMERY WARD HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3571585
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Montgomery Ward Plaza
Chicago, Illinois 60671-0042
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(312) 467-2000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 30, 1994, Montgomery Ward & Co., Incorporated,
(Montgomery Ward),a wholly-owned subsidiary of Montgomery Ward
Holding Corp. (the registrant), acquired all of the outstanding
stock of LMR Acquisition Corporation, which owns all of the
outstanding stock of Lechmere, Inc. (Lechmere). The aggregate
purchase price is comprised of a base price of $100 million and a
contingent purchase price payable in 1995 of up to $20 million in
cash and the issuance of up to 400,000 shares of Class A Common
Stock, Series 1 of the registrant (or at the option of Montgomery
Ward, if duly authorized, up to 400,000 shares of Class A Common
Stock, Series 3) of the registrant. The exact amount, if any, of
the contingent price to be paid is dependent on Lechmere achieving
or exceeding a specified gross margin amount during the period
commencing February 27, 1994 and ending February 25, 1995. As part
of the closing, Montgomery Ward advanced approximately $91 million
to enable Lechmere to retire its outstanding bank debt and
subordinated debt.
On March 30, 1994, the registrant issued a press release with
respect to the transactions as discussed above. The press release
is attached as Exhibit 1 hereto, and is incorporated herein by
reference.
Item 7. Exhibits
1. Press release issued by the registrant on March 30, 1994.
<PAGE>
SIGNATURE
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.
MONTGOMERY WARD HOLDING CORP.
April 1, 1994 By: /s/ John L. Workman
(Date) John L. Workman
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------- -------------------
1. Press release issued Incorporated by
by the registrant on reference to Exhibit 1
March 30, 1994. of the Company's Current
Report on Form 8-K dated
April 1, 1994.
<PAGE>
EXHIBIT 1.
Montgomery Ward Concludes
Lechmere Acquisition
For Immediate Release
CHICAGO, IL., Mar.30, 1994 -- Montgomery Ward announced today that
it has completed its purchase of Lechmere Corporation. Through
this acquisition Montgomery Ward becomes the largest privately held
retailer in the United States.
Lechmere, with 1993 record sales exceeding $800 million, operates
24 high volume stores in Massachusetts, New Hampshire, Rhode
Island, Connecticut and New York. Average sales per store totaled
more than $35 million in 1993. Lechmere's primary product
categories -- electronics, appliances, home office equipment and
housewares -- hold market share leadership positions in the
company's trade areas.
Montgomery Ward acquired Lechmere for $100 million plus assumption
of $106 million in debt. Additionally, an amount up to $20 million
in cash and 400,000 shares of Montgomery Ward common stock may be
paid, based on Lechmere's performance in its current fiscal year,
which began March 1, 1994.
Coincident with completion of the purchase, Richard Bergel,
Montgomery Ward vice chairman has been named chairman and chief
executive officer of Lechmere, replacing J. Kent Flummerfelt, who
is leaving the company.
Martin Hanaka, Lechmere executive vice president, has been named
president and chief operating officer.
"Lechmere, which enjoys high market share and excellent customer
loyalty in the New England market, will continue to operate as a
separate business and retain its own identity," said Bernard F.
Brennan, chairman and chief executive officer of Montgomery Ward.
"I'm pleased to have Dick and Marty leading this business for us
because they are uniquely qualified to maximize the opportunities
for synergy between the two companies, while maintaining the strong
franchise Lechmere has built."
A native of Providence, Rhode Island and a 1957 graduate of
Brandeis University, Richard Bergel joined Montgomery Ward in 1959.
After holding a variety of positions in the company's catalog
division, he was named senior vice president, distribution in 1983.
He held a number of senior positions including president, store
operations before being named vice chairman in 1993. Since 1991 he
also has served as president and chief executive officer of
Montgomery Ward Direct, the company's specialty catalog partnership
with Fingerhut Corporation.
Martin Hanaka joined Lechmere in 1992 as executive vice president
of marketing following a 20-year management career with Sears
Roebuck and Company. He held a variety of positions at Sears that
included territorial merchandise manager, national merchandise
manager and vice president of that company's home appliances, home
electronics and office center business unit. He is a 1971 graduate
of Cornell University.
Montgomery Ward, the largest privately held retailer in the United
States, with 1993 revenues of $6 billion and anticipated 1994
revenues of $7 billion, operates a chain of more than 360 value
driven specialty stores. It also is the parent of The Signature
Group, one of the country's largest and most successful direct
marketing companies, and Lechmere, a New England retailer of high
quality products for the home.
