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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): October 10, 2000
LOEHMANN'S HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28410 13-4129380
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2500 HALSEY STREET, BRONX, NEW YORK, NY 10461
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 409-2000
LOEHMANN'S, INC.
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 10, 2000 (the "Effective Date"), Loehmann's Holdings Inc.
(the "Registrant"), a holding company formed on August 2, 2000, became the
parent holding company of and successor to Loehmann's, Inc., a Delaware
corporation ("Old Loehmann's"), as a result of the consummation of the
transactions contemplated by the Second Amended Plan of Reorganization of
Loehmann's, Inc. under Chapter 11 of the United States Bankruptcy Code, as
modified on July 28, 2000 and September 6, 2000, and as confirmed by the United
States Bankruptcy Court for the District of Delaware on September 6, 2000 (the
"Plan of Reorganization"). A copy of the Plan of Reorganization as confirmed by
the court was filed as an exhibit to the Quarterly Report on Form 10-Q of
Loehmann's, Inc. filed with the Securities and Exchange Commission (the
"Commission") on September 18, 2000. Pursuant to the Plan of Reorganization, in
exchange for their claims against Loehmann's, Inc. as of May 18, 1999, the
creditors of Loehmann's, Inc. (the "Old Creditors") will receive 11% Senior
Notes due 2005 of the Registrant ("Senior Notes") and/or common stock, par value
$0.01 per share, of the Registrant ("Common Stock"), depending upon certain
elections made during the course of the bankruptcy, in the manner specified in
the Plan of Reorganization. The Senior Notes will be issued under the indenture
(the "Senior Note Indenture") between the Registrant and United States Trust
Company of New York, as trustee, dated as of October 10, 2000, a form of which
was attached as an exhibit to Amendment No. 1 to Form T-3 of the Registrant
filed with the Commission on September 26, 2000. A copy of the press release
announcing the consummation of these transactions is attached as Exhibit 99.1.
Upon consummation of the transactions contemplated by the Plan of
Reorganization, the Common Stock of the Registrant and the Senior Notes became
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as provided by Rule 12g-3 under the Exchange Act. For
purposes of Rule 12g-3, the Registrant is the successor issuer to Old
Loehmann's.
Pursuant to the Plan of Reorganization, the Registrant is using its
best efforts to have its Common Stock listed on Nasdaq.
The material features of the Plan of Reorganization are:
CORPORATE GOVERNANCE
The Plan of Reorganization provided that upon emergence from Chapter 11 the
board of directors of Old Loehmann's would consist of seven members, five of
whom would be selected jointly by the Creditors Committee and Informal
Noteholders Committee of Old Loehmann's. The directors that were selected are:
William J. Fox, Joseph Nusim, Cory Lipoff, Erwin Marks and Carol Greer. The
remaining two directors are Robert Friedman and Robert Glass, who are both
currently directors of Old
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Loehmann's. The officers of Old Loehmann's immediately prior to the Effective
Date are the initial officers of Old Loehmann's on and after the Effective Date.
The Plan of Reorganization also provided for the creation of a new holding
company, the Registrant, which now owns 100% of Old Loehmann's. The Registrant
will issue up to 3,333,333 shares of Common Stock and up to $25 million of
Senior Notes to the general unsecured Old Creditors. After distribution of the
Common Stock, the general unsecured Old Creditors will own 100% of the issued
and outstanding Common Stock of the Registrant (subject to dilution in respect
of Common Stock that will be issued pursuant to the Registrant's Equity
Incentive Plan, which is a stock option plan that permits the Registrant to
grant to its officers and directors, and the officers and directors of Old
Loehmann's, options to acquire shares of Common Stock).
In accordance with the Plan of Reorganization, two new subsidiaries of Old
Loehmann's have been formed and all of the assets of Old Loehmann's have been
transferred to such subsidiaries. Old Loehmann's owns 100% of the newly formed
subsidiaries.
The board of directors of the Registrant consists of 7 members, five of whom
have been selected jointly by the Creditors Committee and Informal Noteholders
Committee of Old Loehmann's, and who are: William J. Fox, Joseph Nusim, Cory
Lipoff, Erwin Marks and Carol Greer. The remaining two directors are Robert
Friedman and Robert Glass. From and after the Effective Date, the holders of the
Registrant's Common Stock are entitled to elect all of the directors of the
Registrant. The initial officers of the Registrant are Robert Friedman and
Robert Glass.
CREDIT FACILITY
On the Effective Date, one of the new subsidiaries of Old Loehmann's entered
into a $75 million Senior Secured Exit Financing Facility pursuant to a Credit
Agreement among itself, the lenders party thereto and Bankers Trust Company, as
Agent, a copy of which is attached hereto as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Credit Agreement, dated as of September 29, 2000,
among Loehmann's Operating Co., as Borrower, the
Lenders, and Bankers Trust Company, as Agent.
99.1 Press Release, dated October 10, 2000.
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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.
LOEHMANN'S HOLDINGS INC.
Date: October 17, 2000 By: /s/ Robert Glass
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Name: Robert Glass
Title: President, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
Number Exhibit
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10.1 Credit Agreement, dated as of September 29, 2000,
among Loehmann's Operating Co., as Borrower, the
Lenders, and Bankers Trust Company, as Agent.
99.1 Press Release, dated October 10, 2000.
