UNITED STATES
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): April 27, 1998
Venture Stores, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-10590 43-0914490
(State or Other (Commission (I.R.S.Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
2001 East Terra Lane, O'Fallon, Missouri 63366-0110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 281-5500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 3. Bankruptcy or Receivership
On April 27, 1998, Venture Stores, Inc. (the "Company") filed in
the United States Bankruptcy Court for the District of Delaware a
motion to sell and assign the leases on most of its stores and
other real estate to Kimco Realty Corporation ("Kimco").
A copy of the press release issued by the company on April 27, 1998
is filed as Exhibit 99 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release, dated April 27, 1998
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, thereto duly authorized.
VENTURE STORES, INC.
(Registrant)
By: /s/ Russell E. Solt
Name: Russell E. Solt
Title: Executive Vice President -
Administration and
Chief Financial Officer
Date: May 8,1998
Exhibit 99
FOR IMMEDIATE RELEASE Contact:
Tina Schneider, Venture
314/281-6730
Tom Goyda, Shandwick
314/552-6724
VENTURE STORES AGREES TO SELL
LEASE RIGHTS TO KIMCO
Majority of Locations to Be Leased to Kmart;
Most Remaining Stores to Other Retailers
Transaction Would Maximize Repayment to Creditors,
Provide Job Opportunities and Safeguard Community Interests
O'Fallon, Mo., April 27, 1998 -- Venture Stores, Inc. announced today that it
plans to sell and assign the leases on most of its stores and other real
estate to Kimco Realty Corporation (NYSE:KIM). Kimco is finalizing an
agreement to lease a majority of the stores to Kmart Corporation (NYSE:KM)
and has preliminary commitments from several other retailers to take over
most of Venture's other locations.
"We're very happy to have been able to structure a deal with Kimco that will
provide job opportunities for as many of our associates as possible, while
ensuring that Venture's creditors get the highest possible payout," said
Robert N. Wildrick, Venture's chairman and chief executive officer. "As one
of the top retailers in the world, Kmart will become stronger in the
communities where it takes over Venture's locations and be able to offer
great opportunities for our associates in those stores."
"The addition of these stores offers us the ability to add first rate
facilities and locations to our real estate portfolio, to increase market
share with subsequent economies of scale and the opportunity to employ
experienced professional discount store associates from the Venture
organization," said Floyd Hall, Kmart's chairman, president and chief
executive officer. "We were very pleased by the successful conversion of 20
former Venture stores to our Big Kmart format last year and expect a similar
smooth transition with this group of stores."
Under the terms of the agreement detailed in a motion filed in U.S.
Bankruptcy Court, Venture will assign the lease rights of 89 locations to
Kimco. The affected properties include most of Venture's 73 current locations
and many of the 20 stores that are in the process of being closed. Venture
will receive at least $95.0 million in cash, less certain closing
adjustments, from Kimco, but could receive more based on the final lease
arrangements.
The court is expected to review the Kimco offer, which has the support of the
official committee representing Venture's creditors, and any competing bids
for the lease rights and rule on the proposed transaction at a hearing on
June 1. The proceeds from the Kimco transaction, inventory clearance sales
and the disposition of other assets will be used to discharge Venture's
obligations to its creditors under Chapter 11.
"While our associates fought to turn the company around for far longer than
anyone thought possible, strong competition, a lack of capital and
difficulties in securing adequate trade credit made continuing our
repositioning process impractical," Wildrick added. "Our board felt that the
strong offer from Kimco made more sense than pursuing our reorganization when
it came to protecting the interests of our associates and creditors."
All store, distribution center and corporate office associates will receive
notification in accordance with the Worker Adjustment Retraining and
Notification Act (W.A.R.N.), which requires a minimum 60 days notice of a job
elimination. Venture expects to receive permission from the bankruptcy court
to provide eligible associates with its normal severance package. Venture
also believes that most of its store associates will have the opportunity to
take jobs with Kmart and the other retailers who move into its locations.
However, most positions at Venture's corporate headquarters and two
distribution centers will be eliminated once the transaction is approved or
following a transition period.
Venture has contracted with Drake Beam Morin, a leading outplacement firm, to
provide job search assistance and to set up a Career Center at Venture's
headquarters. The company will offer seminars on job search strategies,
resume writing, interview skills and other topics. The Career Center will
also provide associates with a range of job hunting resources, including
access to Internet job search databases, as well as the use of personal
computers, fax machines, copiers, telephones, clerical assistance, etc.
"Other companies have a great deal of respect for our associates because of
what they were able to accomplish despite very difficult circumstances at
Venture," Wildrick noted. "We believe that most of Venture's store associates
will have opportunities at their current locations and we will do everything
we can to help all of our associates move ahead in their careers."
To help employers interested in talking with Venture associates about
employment opportunities, the company has established a toll-free hotline.
Companies who would like to find out about how to coordinate getting resumes
or arranging interviews with Venture associates can call 800/333-9053 for
information.
Venture currently employs approximately 7,500 associates. With bankruptcy
court approval, Venture will hire an outside firm to conduct inventory
clearance sales at all of its store locations. Customers will have through
May 7 to make returns or exchanges, and to redeem gift certificates.
Inventory clearance sales at all stores will begin as soon as possible after
the court approves the transaction, which Venture expects will happen at a
hearing on May 7. The company anticipates that most of its locations will be
turned over to new tenants this summer.
Venture Stores, Inc. operates 73 general merchandise stores in eight states.
Kmart Corporation serves America with 2,126 Kmart, Big Kmart and Super Kmart
retail outlets. In addition to serving all 50 states, Kmart operations
extend to Puerto Rico, Guam and the U.S. Virgin Islands. More information
about Kmart is available on the World Wide Web at www.kmart.com. For
additional information, contact: Mary Lorencz, Director, Media Relations,
248/643-1021 or Bob Burton, Divisional Vice President, Investor Relations,
248/643-1040.
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