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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): June 22, 1998.
MARKS BROS. JEWELERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-028176 36-1433610
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
155 North Wacker Drive
Suite 500
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 312-782-6800
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Item 5. Other Events.
On June 22, 1998, the registrant issued a press release announcing its
agreement to purchase substantially all of the assets of 36 jewelry stores
operating under the Jewel Box name from Carlyle & Co. Jewelers, headquartered
in Greensboro, North Carolina, for approximately $22 million in cash, subject
to completion of due diligence, landlord consents and bank financing
arrangements. Additional details are set forth on the press release attached
hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The exhibit accompanying this report is listed in the accompanying
Exhibit Index.
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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.
MARKS BROS. JEWELERS, INC.
(Registrant)
By: /s/ John R. Desjardins
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Executive Vice President, Finance
& Administration, Treasurer and
Secretary
Date: June 24, 1998
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EXHIBIT INDEX
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The following exhibit is filed herewith as noted below.
Exhibit No. Exhibit
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99 Press Release dated June 22, 1998
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For: Marks Bros. Jewelers, Inc.
Contact: John R. Desjardins
Executive Vice President
Finance and Administration
312/782-6800 Ext. 151
FOR IMMEDIATE RELEASE Christine DiSanto/Caroline Babbitt/
- --------------------- Jim Cappuccio
Media Contact: Stacy Berns/Jeff Siegel
Morgen-Walke Associates
212/850-5600
MARKS BROS. JEWELERS INC. ANNOUNCES ACQUISITION OF
36 JEWELRY STORES
Chicago, Illinois, June 22, 1998 -- Marks Bros. Jewelers, Inc. (Nasdaq:
MBJI) today announced that it has entered into an agreement to acquire the
assets of 36 jewelry stores operating under the Jewel Box name from Carlyle &
Co. Jewelers, headquartered in Greensboro, North Carolina. Marks Bros. will
purchase all associated inventory, accounts receivable, fixed assets, and store
leases at book value for approximately $22 million in cash. The stores are
located in eight states in the Southeastern United States. The agreement is
subject to completion of due diligence, landlord consents and bank financing
arrangements, and is expected to close in September.
Commenting on the transaction, Hugh M. Patinkin, Chairman and Chief
Executive Officer of Marks Bros. Jewelers stated, "The acquisition of the Jewel
Box stores provides us with a strategic entry into one of the fastest growing
regions of the country, and an excellent platform to accelerate our expansion
in this attractive marketplace. It is important to note that the Jewel Box
locations complement our successful real estate strategy with prime mall
locations."
"Over time, we plan to convert these stores into our Whitehall concept,
and operate them consistent with Whitehall's merchandise, credit, marketing and
operating programs, enabling us to generate efficiencies. The new stores will
be centrally managed out of our Chicago Headquarters. We plan to immediately
embark on the transition process, including hiring and training personnel so as
to facilitate a smooth integration of the Jewel Box stores and assets into the
Whitehall concept. The assets not integrated will be liquidated. We expect
the acquired stores to be accretive to full year earnings beginning in fiscal
1999."
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Mr. Patinkin continued, "The acquisition of the Jewel Box stores bolsters
our existing store expansion program. In addition to our purchase of the Jewel
Box stores, we remain on schedule to open 35 new stores this year, as well as
more than 35 new stores next year. Importantly, we should have more than 250
stores open by this year's Holiday selling season. We believe this
acquisition, coupled with our continuing store expansion strategy, leaves us
well positioned to take advantage of strong consumer demand for fine jewelry."
John R. Desjardins, Executive Vice President - Finance and Administration,
concluded by stating, "We expect the transaction to be financed with bank
loans. Discussions with our bank group are currently underway."
Marks Bros. Jewelers, Inc. is a leading national specialty retailer of
fine jewelry, currently operating 202 stores in 25 states. The Company
operates stores in regional and superregional shopping malls under the names
Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros. Jewelers.
All statements, trend analysis and other information contained in this report
relative to markets for the Company's products and trends in the Company's
operations or financial results, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, among
other things: (1) the extent and results of the Company's store expansion
strategy; (2) the seasonality of the Company's business; (3) economic
conditions, the retail sales environment and the Company's ability to execute
its business strategy and the related effects on comparable store sales and
other results; (4) the success of the Company's marketing and promotional
programs; (5) the extent to which the Company is able to retain and attract key
personnel; (6) competition; (7) the availability and cost of consumer credit;
(8) relationships with suppliers; (9) the Company's leverage; (10) fluctuations
in gem and gold prices; (11) the consummation of the proposed acquisition of
the assets of the Jewel Box stores, including the satisfaction of all
conditions to closing, receipt of all landlords' consents, and obtaining bank
financing; (12) the efficient and successful integration of the Jewel Box
locations and assets into the Company's existing operations; (13) regulation;
(14) timely "Year 2000" compliance by the Company and third party suppliers and
service providers; and (15) the risk factors listed from time to time in the
Company's filings with the Securities and Exchange Commission.
