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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 22, 1998
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HomeBase, 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)
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1-10259 33-0109661
(Commission File number) (I.R.S. Employer Identification No.)
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Support Center Offices 3345 Michelson Drive, Irvine, California 92715
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 442-5000
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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On October 22, 1998, HomeBase, Inc. ("HomeBase") issued a press release in
the form attached hereto as Exhibit 99.1. The press release reports HomeBase's
announcement that certain technical amendments, in the form attached hereto as
Exhibit 99.2, have been adopted to HomeBase's Rights Agreement. The Rights
Agreement was previously filed as Exhibit 4.3 to HomeBase's Registration
Statement on Form 10 with the SEC, dated May 12, 1989, as amended to date.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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c. Exhibits
99.1 October 22, 1998 Press Release of HomeBase.
99.2 October 22, 1998 Amendments to the Rights Agreement, dated as of May
23, 1989, by and between HomeBase and First Chicago Trust Company of
New York, formerly Morgan Shareholder Services Trust Company, as
Rights Agent.
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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: October 22, 1998
HomeBase, Inc.
By /s/ Allan P. Sherman
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Allan P. Sherman
President and Chief Executive Officer
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EXHIBIT 99.1
[LETTERHEAD OF HOME BASE(R), INC.] NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Suki Shattuck
Director of Investor Relations
(949) 442-5448
HOMEBASE AMENDS STOCKHOLDERS' RIGHTS PLAN
Irvine, California -- October 22, 1998 -- HomeBase, Inc. (NYSE: HBI) today
announced that it has made certain technical amendments to update its 1989
Stockholders' Rights Plan (the "Rights Plan"). The Board of Directors of
HomeBase recently became aware that an ambiguity may exist in the Rights Plan's
definition of "Beneficial Ownership." The amendments modify that definition
and, in accordance with current standards, make it consistent with the
definition in Rule 13d-3 under the Securities Exchange Act of 1934.
In order to treat stockholders fairly, the Rights Plan amendments also
grandfather, under certain circumstances, stockholders who now exceed the
amended Rights Plan's Beneficial Ownership threshold as a result of the adoption
of the new definition and who do not acquire Beneficial Ownership of any
additional shares in the future.
In addition, the Rights Plan was amended, consistent with current
standards, so that the Board of Directors may create an exception for a
stockholder who
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HOMEBASE AMENDS RIGHTS PLAN PAGE 2
inadvertently exceeds the Rights Plan's threshold, if the stockholder enters
into an agreement with the Company that is satisfactory to the Board of
Directors.
Headquartered in Irvine, California, HomeBase, Inc. currently operates 84
home improvement warehouses in 10 western states. HomeBase, Inc. (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.
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Matters discussed in this document that are forward-looking statements
involve risks and uncertainties that could cause results to differ materially
from those expressed. Such risks and uncertainties include, but are not limited
to the company's ability to secure real estate locations and planning permits to
execute its accelerated store-opening plan, and a highly fragmented and
competitive home improvement marketplace. Other risk factors are set forth in
the company's annual report on Form 10-K for the fiscal year ended January 31,
1998 and in the company's other filings with the Securities and Exchange
Commission
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EXHIBIT 99.2
OCTOBER 22, 1998 AMENDMENTS TO THE RIGHTS AGREEMENT (THE "AGREEMENT"),
DATED AS OF MAY 23, 1989, BY AND BETWEEN WABAN INC. AND MORGAN SHAREHOLDER
SERVICES TRUST COMPANY
1. Section 1(a) of the Agreement is amended, effective 12:01 a.m., New
York City time, on October 22, 1998, by adding at its end the following text:
"Notwithstanding anything to the contrary in this Section 1(a), no Person
shall be an "Acquiring Person" if (A) such Person was not an Acquiring
Person under the definitions of "Acquiring Person" and "Beneficial Owner"
that were in effect on or prior to October 21, 1998, (B) such Person is an
Acquiring Person under the definitions of "Acquiring Person" and
"Beneficial Owner" that will be in effect after October 21, 1998 and (C)
such Person had on file with the Securities and Exchange Commission no
later than October 20, 1998 a Form 13D or Form 13G disclosing that such
Person is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of a sufficient number of the
Company's securities as to be an Acquiring Person under the definitions of
"Acquiring Person" and "Beneficial Owner" that will be in effect after
October 21, 1998; provided, however, that if a Person is not an Acquiring
Person because each of clauses (A), (B) and (C) of this sentence is true of
such Person, and if, after October 21, 1998, such Person becomes the
Beneficial Owner of a higher percentage of the Common Shares of the Company
then outstanding than such Person Beneficially Owned at 12:02 a.m., New
York City time, on October 22, 1998, then such Person shall be deemed to be
an "Acquiring Person." Notwithstanding anything to the contrary in this
Section 1(a), if the Board of Directors of the Company determines that a
Person that would otherwise be an Acquiring Person pursuant to this Section
1(a) has become such inadvertently, and such Person as promptly as
practicable thereafter (but in no event later than (x) the date that is 10
days after the Shares Acquisition Date or (y) such later date that the
Board of Directors has, prior to such tenth day, set), enters into such
other agreement or arrangement as the Board of Directors of the Company
approves, then such Person shall not be deemed to be an Acquiring Person
for any purposes of this Agreement. All determinations as to whether any
Person is or is not an Acquiring Person under the applicable definitions
(retrospective or prospective) of "Acquiring Person" and "Beneficial
Owner" shall be made by the Board of Directors of the Company, and such
determinations shall be conclusive and binding upon all holders of Rights."
2. Section 1(c)(i) of the Agreement is replaced, effective 12:01 a.m., New
York City time, on October 22, 1998, by the following text:
"(i) which such Person or any such Person's Affiliates or Associates
beneficially owns, directly or indirectly, for purposes of Section 13(d) of
the Exchange Act and Rule 13d-3 promulgated thereunder;"
/s/ Allan P. Sherman /s/ Thomas McDonough
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HomeBase, Inc., f/k/a Waban Inc. First Chicago Trust Company of New York,
f/k/a Morgan Shareholder Services
Trust Company
