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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): June 18, 1997
WABAN INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10259 33-0109661
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(Commission File Number) (IRS Employer Identification No.)
One Mercer Road, Natick, Massachusetts 01760
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(Address of principal executive offices) (Zip Code)
(508) 651-6500
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Waban Inc. (the "Company") is filing this Current Report on Form 8-K for
the purpose of filing with the Commission as an exhibit hereto the Company's
press release dated June 18, 1997, relating to the commencement by the Company
of a tender offer in respect of its 11% Senior Subordinated Notes Due May 15,
2004 (including the related guarantees).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of and are included in this report.
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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.
Date: June 18, 1997 WABAN INC.
/s/ Edward J. Weisberger
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By: Edward J. Weisberger
Title: Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release
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EXHIBIT 99
For Immediate Release Contact: Eileen H. Kirrane
Assistant Vice President and
Investor Relations Director
(508) 651-6650
WABAN INC. MAKES TENDER OFFER FOR 11% SENIOR SUBORDINATED NOTES
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Natick, MA, June 18, 1997--Waban Inc. (NYSE: WBN) has commenced a cash tender
offer for any and all of its 11% Senior Subordinated Notes due May 15, 2004. An
aggregate of $100,000,000 principal amount of Notes is outstanding. The amount
to be paid for Notes tendered pursuant to the offer prior to the expiration date
will equal the Purchase Price plus accrued and unpaid interest up to, but not
including, the date of purchase pursuant to the offer. The Purchase Price for
the Notes will be calculated in a manner intended to result in a yield to May
15, 1999, the first call date for the Notes, equal to the sum of (i) the yield
on the 6 3/8% United States Treasury Note due May 15, 1999 at 2:00 p.m., New
York City time, on the tenth business day immediately preceding the expiration
date, plus (ii) 75 basis points. Based on such yield on June 17, 1997, the
Purchase Price would have been 112.008% of the principal amount of such Notes.
The offer and withdrawal rights expire at 8:00 a.m., New York City time, on July
17, 1997, unless extended by the Company. The offer is conditioned upon, among
other things, the satisfaction of certain conditions relating to the Company's
proposed spinoff of the Common Stock of BJ's Wholesale Club, Inc. However, the
offer is not conditioned upon consummation of the spinoff.
Waban Inc. is a major participant in the field of warehouse merchandising
through its HomeBase and BJ's Wholesale Club businesses. BJ's Wholesale Club is
one of the largest membership warehouse club chains in the northeastern United
States, with 80 clubs currently in operation compared with 72 one year ago.
HomeBase is a leading merchandiser of home improvement products in the western
United States, currently operating 84 warehouse stores compared with 82 one
year ago.
