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) September 4, 1995
Montgomery Ward Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-17540 36-3571585
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
Montgomery Ward Plaza, Chicago, Illinois 60671
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 467-2000
(Former name or former address, if changed since last report)
Exhibit Index at Page 4
<PAGE>
Item 5. Other Information
On September 4, 1995, Montgomery Ward Holding Corp. (the "Company")
entered into a letter of intent with Levitz Furniture Incorporated ("Levitz")
with respect to the acquisition by the Company or Montgomery Ward & Co.,
Incorporated, a wholly-owned subsidiary of the Company ("Montgomery Ward", and
collectively with the Company, "MW") of shares of newly issued common stock,
$0.01 par value, of Levitz, and the receipt of warrants to purchase additional
shares of common stock of Levitz, each as herein described. The proposed
transaction is subject to negotiation, the approval of each of the Company's
and Montgomery Ward's Boards of Directors, Levitz's Board of Directors and
shareholders, receipt of regulatory approvals, completion of due diligence and
completion of definitive documentation. There can be no assurance that such
conditions will be satisfied. Under the proposed Agreement, MW will purchase
7,222,222 unregistered shares of common stock of Levitz (the "Shares") at
$9.00 per share, which represents approximately 19.6% of the issued and
outstanding shares of common stock of Levitz, and will receive warrants to
purchase an additional 13.6 million shares of common stock of Levitz. In the
event of the exercise of all warrants, MW will own approximately 42% of the
outstanding shares of common stock of Levitz.
On September 5, 1995, MW and Levitz jointly issued a press release (the
"Press Release") with respect to the foregoing.
The Press Release is attached as Exhibit 1 hereto, and is incorporated
herein by reference. The foregoing description is qualified in its entirety
by reference to such Exhibit.
Item 6. Exhibit
1. Press Release issued jointly by Montgomery Ward & Co.,
Incorporated and Levitz Furniture Incorporated, on September 5,
1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
issuer has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONTGOMERY WARD HOLDING CORP.
September 13, 1995
By: /s/ John L. Workman
John L. Workman
Executive Vice President,
Chief Financial Officer
and Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
1. Press Release issued jointly by Montgomery
Ward & Co., Incorporated and Levitz
Furniture Incorporated on September 5,
1995.
EXHIBIT 1
MONTGOMERY WARD TO PURCHASE
$65 MILLION OF LEVITZ COMMON STOCK
FOR IMMEDIATE RELEASE
CHICAGO, IL. and BOCA RATON, FL. Sept. 5, 1995 -- Montgomery Ward, the largest
privately-held retailer in the U.S., and Levitz Furniture Incorporated (NYSE:
LFI), owner of the largest specialty furniture retailer in the U.S., announced
today that they have entered into a letter of intent relating to Montgomery
Ward s acquisition of 7,222,222 shares of Levitz common stock (or
approximately 19.6 percent of the outstanding shares) for an aggregate price
of $65 million or $9 a share.
Pursuant to the letter of intent, Montgomery Ward also will receive warrants
to purchase 3.4 million shares of Levitz common stock at $10 per share, and
10.2 million shares of Levitz common stock at $14 per share, which exercise
price will be subject to decrease to $10 per share if Levitz meets certain
financial targets. If all of such warrants are exercised, Montgomery Ward
would own approximately 42 percent of Levitz s common stock.
The transaction is subject to numerous conditions, including the negotiation
and execution of definitive documentation, completion of Montgomery Ward's due
diligence review, certain regulatory approvals and approval of Levitz s
stockholders.
Our equity position with Levitz is an excellent fit with Montgomery Ward's
strategy for growth, said Bernard F. Brennan, Montgomery Ward chairman and
chief executive officer.
George H. Bradley, chief executive officer of Levitz joined Brennan in
stating: The strong synergies between our two companies will enable us to
create greater value for our shareholders and customers, while building on our
solid franchises. This is an excellent move for both companies.
- more -
<PAGE>
FOR IMMEDIATE RELEASE (CONT'D)
Boca Raton-based Levitz, whose fiscal year ended March 31, 1995, reported
sales of $1,047 billion. Montgomery Ward, whose fiscal year ended
December 31, 1994, achieved revenues of $7,038 billion, with nearly $4 billion
in sales derived from products for the home.
Separately, Montgomery Ward announced the following organization changes
affecting its Retail organization:
Gene McCaffery is appointed senior executive vice president,
Marketing and Merchandising, effective immediately. McCaffery
has held a variety of executive positions in marketing, merchandising
and store operations over the course of his 13-year career with
Montgomery Ward.
Robert Stevenish is appointed to the newly-created position of
executive vice president, Operations, effective November 1.
Stevenish joins Montgomery Ward from Hills Department
Stores, where he has been senior executive vice president
and chief operating officer since 1993. Prior to that he had
spent 24 years with J.C. Penney in a variety of positions.
Both McCaffery and Stevenish will report to Brennan.
Coincident with the equity investment in Levitz, Montgomery Ward announced the
formalization of the structure of the Montgomery Ward Holding Corporation.
Bernard F. Brennan, chairman and chief executive officer,
Spencer H. Heine, executive vice president and general counsel,
president, Montgomery Ward Properties,
Robert A. Kasenter, executive vice president, human resources,
John L. Workman, executive vice president and chief financial officer.
Montgomery Ward operates a chain of nearly 380 value-driven specialty stores
in 39 states. The company also owns Lechmere, a New England retailer of home
products, and The Signature Group, the third largest direct marketing company
in the U.S.
Levitz operates 134 warehouses showrooms or satellite stores located in major
metropolitan areas in 26 states.
