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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): DECEMBER 29, 1998
EAGLE HARDWARE & GARDEN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 0-19830 91-1465348
(STATE OF INCORPORATION) (COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
981 POWELL AVENUE
RENTON, WASHINGTON 98055
(425) 227-5740
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ITEM 5. OTHER EVENTS.
On December 29, 1998, Eagle Hardware & Garden, Inc. announced that it
will call for redemption on January 29, 1999 all of its outstanding 6 1/4%
Convertible Subordinated Debentures Due 2001.
The redemption price of the debentures is 102.68% of the principal amount
plus accrued and unpaid interest to January 29, 1999, or $1,050.41 for each
$1,000 principal amount of debentures.
Debenture holders also have the option of converting their debentures into
Eagle Hardware & Garden common stock at a conversion price of $18.00 per share
(or 55.5556 shares for each $1,000 principal amount of debentures). Based on
the last reported sale price of Eagle Hardware & Garden common stock on The
Nasdaq Stock Market on December 28, 1998 ($32.125), this number of shares has a
market value of $1,784.72 (including cash in lieu of fractional shares).
Accrued interest will not be paid upon conversion of debentures. The conversion
privilege expires on January 28, 1999 at 5:00 p.m. Eastern Standard Time.
The aggregate principal amount of debentures outstanding at the close of
business on December 28, 1998 was approximately $86 million.
Details concerning the terms and conditions of redemption or conversion are
described in a notice being mailed to debenture holders. Redemption and
conversion transactions will be handled by U.S. Bank Trust National Association.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press release dated December 29, 1998 announcing the call for
redemption.
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.
EAGLE HARDWARE & GARDEN, INC.
Date: December 30, 1998
By: /s/ RICHARD T. TAKATA
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Richard T. Takata
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press release dated December 29, 1998 announcing the
call for redemption.
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[LOGO]
CONTACT:
Richard T. Takata, President & CEO
Ronald P. Maccarone, Chief Financial Officer
(425) 227-5740
EAGLE HARDWARE & GARDEN ANNOUNCES CALL OF 6 1/4%
CONVERTIBLE SUBORDINATED DEBENTURES
RENTON, Washington (December 29, 1998) -- Eagle Hardware & Garden, Inc.
(Nasdaq NM:EAGL) announced today that it will call for redemption on
January 29, 1999 all of its outstanding 6 1/4% Convertible Subordinated
Debentures Due 2001.
The redemption price of the debentures is 102.68% of the principal
amount plus accrued and unpaid interest to January 29, 1999, or
$1,050.41 for each $1,000 principal amount of debentures.
Debenture holders also have the option of converting their
debentures into Eagle Hardware & Garden common stock at a conversion
price of $18.00 per share (or 55.5556 shares for each $1,000 principal
amount of debentures). Based on the last reported sale price of Eagle
Hardware & Garden common stock on The Nasdaq Stock Market on December
28, 1998 ($32.125), this number of shares has a market value of
$1,784.72 (including cash in lieu of fractional shares). Accrued
interest will not be paid upon conversion of debentures. The conversion
privilege expires on January 28, 1999 at 5:00 p.m. Eastern Standard Time.
The aggregate principal amount of debentures outstanding at the
close of business on December 28, 1998 was approximately $86 million.
Details concerning the terms and conditions of redemption or
conversion are described in a notice being mailed to debenture holders.
Redemption and conversion transactions will be handled by U.S. Bank
Trust National Association.
Eagle Hardware & Garden operates 35 warehouse home improvement
centers in ten western states. The Company's home centers average
[LETTERHEAD]
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129,000 square feet of retail selling space and feature over 70,000
products under its "More of Everything"-Registered Trademark-merchandising
philosophy.
On November 22, 1998, the Company announced the signing of a
definitive merger agreement with Lowe's Companies, Inc., the nation's
second largest retailer of home improvement products, pursuant to which
the Company would become a wholly-owned subsidiary of Lowe's. The
transaction is subject to certain regulatory approvals and other
conditions and is currently expected to close in the first quarter of
fiscal 1999.
Some of the information in this press release constitutes
forward-looking statements. These statements are subject to a number of
risks and uncertainties that might cause actual results to differ
materially from stated expectations. These risks include, among others,
the highly competitive environment in the retail home improvement
industry, the effect of general economic conditions and weather in the
Company's markets and the Company's ability to achieve its expansion
plans and successfully manage growth. These risks are described in
detail in the Company's Annual Report on Form 10-K and other SEC
filings.
