VISTA EYECARE INC
8-K, 1999-10-19
RETAIL STORES, NEC
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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)  OCTOBER 15, 1999

                        VISTA EYECARE, INC.
      (Exact Name of Registrant as Specified in Its Charter)

                 Commission File No:   0-20001
                                      --------

             GEORGIA                       58-1910859
     ---------------------------------------------------
     (State or other jurisdiction       (I.R.S. Employer
          of incorporation)              Identification
                                              Number)

                        296 Grayson Highway
                  Lawrenceville, Georgia  30045
             ----------------------------------------
             (Address of Principal Executive Offices)

                          (770)-822-3600
       ----------------------------------------------------
       (Registrant's Telephone Number, including Area Code)

                          Not applicable
  -------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

ITEM 5.  OTHER EVENTS.

     On October 15, 1999, the Registrant issued a Press Release, attached hereto
as Exhibit 99.
<PAGE>
                            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 thereunto duly authorized.

                                   VISTA EYECARE, INC.
                                   -----------------------------------
                                  (Registrant)


                                   BY: /s/ Angus C. Morrison
                                      Angus C. Morrison
                                       Senior Vice President, Chief Financial
                                       Officer and Treasurer


                                   Dated:  October 18, 1999






CONTACTS:

Angus C. Morrison
Senior Vice President, CFO & Treasurer
(770) 822-4285
www.vistaeyecare.com

Janice J. Kuntz
Fleishman-Hillard, Inc.
404-659-4446


FOR IMMEDIATE RELEASE:
October 15, 1999


                 VISTA EYECARE REVISES FORECAST FOR FISCAL 1999


LAWRENCEVILLE, Georgia - Vista Eyecare, Inc. (NASDAQ: VSTA), the national retail
optical company, today announced that, because of a continued sales shortfall in
the  businesses it acquired in 1998, the company now expects a net loss of $0.14
per share in the third quarter and at least $.34 per share for fiscal 1999.

James  W.  Krause,  Chairman  and  Chief  Executive  Officer,  stated,  "We  are
disappointed  in the  operating  results  of the  acquired  businesses.  We have
implemented training and merchandising  programs. We have recently installed new
retail  operations  management  and  restructured  the field  management  of our
acquired  operations.  Our time line for improvement will clearly be longer than
we originally anticipated. Given our current financial position, we will have to
look at alternatives to provide the company time to stabilize the businesses."

Notwithstanding  the sales  softness  at the  acquired  businesses,  the company
continues  to see  strong  sales  at  its  vision  centers  in  Wal*Mart,  where
comparable  store  sales have been 4.3% and 4.0% for the third  quarter  and the
year, respectively.

The company also indicated that the sales softness had placed increased pressure
on liquidity.  The company  indicated that it was exercising its thirty (30) day
grace period within which to make the $8 million interest  payment  scheduled to
be made on October 15, 1999 pursuant to its $125 million  senior notes.  Failure
by the company to make such  payment by November  15,  1999 would  constitute  a
default under the senior notes indenture. The company also indicated that due to
poor results in the quarter, it is now in default under certain covenants in its
secured credit facility.

                                    - more -
<PAGE>


Vista Eyecare, Inc.
October 15, 1999
Page Two



The  company is  currently  reviewing a variety of  options,  including  seeking
additional or  alternative  financing  sources as well as changes in its capital
structure  and its  organization  structure.  The  company is in the  process of
retaining  a  financial  advisor  to  assist  it  in  evaluating  its  strategic
alternatives.  Failure by the company to secure additional borrowings sufficient
to allow it to make the  current  interest  payment  on its  senior  notes or to
secure a waiver under its secured credit facility would have a material  adverse
impact on the business and financial condition of the company.


Any expectations, beliefs, and other non-historical statements contained in this
press release are forward looking  statements  within the meaning of the Private
Securities  Litigation Reform Act of 1995 (the "Act"). Actual results may differ
materially  due to a variety  of risk  factors  that  affect the  company.  Such
factors  are  described  in a  cautionary  statement  for  purposes of the "Safe
Harbor"  provisions of the Act,  contained in the company's reports on Form 10-K
for 1998 and on Form  10-Q's  for the  first and  second  quarters  of 1999.  In
addition,  statements  made  in this  press  release  are  also  subject  to the
following risks: that the company will be unable to obtain additional financing;
that the company  will be unable  secure  appropriate  waivers  under its credit
facility;  that the company will be unable to improve its  operations;  and that
the company's relationships with its stakeholders will be adversely affected.

                                       ###



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