<PAGE>
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 17, 1997
-----------------
HomeBase, Inc.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- -----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<CAPTION>
<S> <C>
1-10259 33-0109661
(Commission File number) (I.R.S. Employer Identification No.)
</TABLE>
Support Center Offices 3345 Michelson Drive, Irvine, California 92715
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 442-5000
---------------------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
-------------
On November 17, 1997, HomeBase, Inc. ("HomeBase") issued a press release in
the form attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
c. Exhibits
99.1 November 17, 1997 Press Release of HomeBase.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned hereunto duly authorized.
Date: November 17, 1997
HomeBase, Inc.
By /s/ Allan P. Sherman
______________________________
Allan P. Sherman
President and Chief Executive Officer
<PAGE>
EXHIBIT 99.1
[LETTERHEAD OF HOMEBASE, INC.]
- --------------------------------------------------------------------------------
HomeBase Completes $100 Million Private Placement of Convertible Debt
IRVINE, Calif.--(BUSINESS WIRE)--Nov. 17, 1997--HomeBase Inc. (NYSE:HBI
- news) Monday announced it has completed the private placement of $100
million, 5.25 percent convertible subordinated notes due Nov. 1, 2004,
through a Rule 144A/Regulation S offering.
The notes are non-callable for three years and convertible into shares
of HomeBase common stock at a conversion price of $10.2175 per share.
Net proceeds from the offering will be used for the remodel of 17
existing stores, with completion expected in the spring of 1998, for
capital expenditures in conjunction with new store openings planned over
the next three years, and for working capital and other general
corporate purposes.
Allan Sherman, president and chief executive officer, said: "We are
excited to get started with the previously announced accelerated remodel
and store-opening program. With interest rates holding at moderate
levels, signs of turn around in the Southern California housing market
and the home improvement industry continuing to grow at a healthy rate,
we feel now is the time to take action and seize the growth
opportunities that will strengthen our market position in the western
United States."
The notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The company also amended its credit agreement with four major banks to
permit revolving loans and letters of credit up to an aggregate of $90
million. The agreement is effective through July 9, 2000. Total
revolving loans and letters of credit will be limited to 70 percent of
the eligible accounts receivable and 60 percent of the eligible
inventories less certain reserves. The new agreement includes a $40
million sub-facilities for letters of credit. The banks under the credit
facility hold a first priority security interest in all accounts
receivable and inventory of the company, as well as in the capital stock
of the company's subsidiaries. The company expects to use the credit
agreement proceeds for seasonal working capital needs and general
corporate purposes.
With headquarters in Irvine, HomeBase was founded in 1983 and operates
85 home improvement warehouses in 10 western states. HomeBAse (formerly
Waban Inc.) is traded on the New York Stock Exchange under the symbol
"HBI" and can be located on the Internet at http://www.homebase.com.
-----------------------
Except for the historical information, the matters discussed in this
document are forward-looking statements that involve risks and
uncertainties that could cause results to differ materially from those
<PAGE>
expressed in any of the forward-looking statements. Such risks and uncertainties
include, but are not limited to, the company's ability to execute its
accelerated remodel and store-opening plan, and the factors under the heading
"Risk Factors" in the company's Proxy Statement/Prospectus for the 1997 Annual
Meeting of Stockholders and the company's Current Report on Form 8-K dated Nov.
12, 1997, as well as risk factors detailed in the company's other filings with
the Securities and Exchange Commission.