FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 26, 1997
ROSE'S STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-631 56-0382475
(Commission File Number) (IRS Employer Identification No.)
218 S. Garnett Street
Henderson, North Carolina 27536
(Address of principal executive offices) (Zip Code)
(919) 430-2600
(Registrant's telephone number, including area code)
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Item 5: Other Events
The Corporation's Annual Meeting of Stockholders was held on
June 26, 1997. At the meeting, all proposals set forth in the
proxy statement relating to such meeting were approved on the
following votes:
(1) The following nominees for director were elected by the
number of votes indicated below.
Name For Against Withheld
R. Edward Anderson 5,839,613 0 94,477
J. David Rosenberg 5,838,213 0 95,877
There were no abstentions or broker non-votes. The terms of
the following additional directors continued after the meeting:
Jack L. Howard, Warren G. Lichtenstein, Joseph L. Mullen, Harold
Smith and N. Hunter Wyche, Jr.
(2) The resolution to amend the Corporation's Certificate
of Incorporation to restrict certain transfers of the
Corporation's securities in order to help assure that
the Corporation's substantial tax benefits (in the form
of net operating loss carry forwards) will continue to
be available to offset future taxable income was
approved by a vote of 3,884,338 shares voting in favor
of, and 72,939 shares voting against the resolution,
with 32,831 abstentions and 1,943,982 broker non-votes.
The amendment is set forth as Exhibit A to the
Corporation's Proxy Statement, dated May 23, 1997 (the
"Amendment") to which reference is made. This brief
summary is qualified in its entirety by reference to
the full text of the proposed transfer restrictions as
set forth therein (the "Transfer Restrictions"). The
Transfer Restrictions restrict any direct or indirect
transfer of stock of the Corporation (including the
common stock, no par value of the Corporation and any
other equity security treated as "stock" under Section
382 of the Internal Revenue Code of 1986, as amended)
if the effect would be to increase the ownership of
stock by any person to 4.9% or more of the
Corporation's stock, or would increase the percentage
of stock owned by a person owning 4.9% or more of the
Corporation's stock. Transfers included under the
Transfer Restrictions include sales to persons whose
resulting percentage would exceed the thresholds
discussed above, or to persons whose ownership of
shares would by attribution cause another person to
exceed such thresholds. Numerous rules of attribution,
aggregation and calculation prescribed under the Code
(and related regulations) will be applied in
determining whether the 4.9% threshold has been met and
whether a group of less than 4.9% stockholders will be
treated as a "public group" that is a 5% stockholder
under Section 382. The Transfer Restrictions will not,
however, be applicable to the stock owned by any
existing 5 percent stockholder (within the meaning of
Section 382), other than any direct public group, as of
the date the Transfer Restrictions became effective and
do not apply to sales of stock in the market by less
than 4.9% stockholders to persons who, taking the
purchase into account, own less than 4.9% of the
Corporation's stock. Generally, the Transfer
Restrictions will be imposed only with respect to the
amount of the Corporation's stock (or options with
respect to the Corporation's stock) purportedly
transferred in excess of the threshold established in
the Transfer Restrictions. However, the restrictions
will not prevent a transfer if the purported transferee
obtains the approval of the Board of Directors, which
approval may be granted or withheld in certain
circumstances as more fully described in the Amendment.
All certificates representing the Corporation's stock,
including stock to be issued in the future, will bear a
legend providing that the transfer of the stock is
subject to restrictions. The Board of Directors
intends to issue instructions or to make arrangements
with the Corporation's transfer agent to implement the
Transfer Restrictions. The Transfer Restrictions
provide that the transfer agent will not record any
transfer of the Corporation's stock purportedly
transferred in excess of the threshold established in
the Transfer Restrictions. These provisions may result
in the delay or refusal of certain requested transfers
of the Corporation's stock. Any direct or indirect
transfer of stock attempted in violation of the
restrictions will be void ab initio as to the purported
transferee, and the purported transferee will not be
recognized as the owner of the shares owned in
violation of the restrictions for any purpose,
including for purposes of voting and receiving
dividends or other distributions in respect of such
stock, or in the case of options, receiving stock in
respect of their exercise.
(3) The resolution to approve the Long Term Stock Incentive
Plan, substantially in the form set forth as Exhibit B
to the Corporation's Proxy Statement, dated May 23,
1997, providing for, among other things, the granting
to employees and directors of, and consultants to, the
Corporation of certain stock-based incentives and other
equity interests in the Corporation, was approved by a
vote of 3,574,375 shares voting in favor of, and
472,352 shares voting against the resolution, with
87,981 abstentions and 1,799,382 broker non-votes.
(4) The resolution to confirm the appointment of KPMG Peat
Marwick LLP as the Corporation's independent certified
public accountants for the current year was approved by
a vote of 5,876,724 shares voting in favor of, and
8,614 shares voting against the resolution, with 48,752
abstentions and no broker non-votes.
The total number of shares of the common stock, no par value, of
the Corporation which were issued, outstanding and entitled to
vote at the meeting was 8,573,289.
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.
ROSE'S STORES, INC.
Date: July 15, 1997 By:/s/ Jeanette R. Peters
Jeanette R. Peters
Senior Vice President,
Chief Financial Officer
and Treasurer
