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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
DECEMBER 3, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BRAUN'S FASHIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-19972 06-1195422
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICA-
INCORPORATION) TION NO.)
2400 XENIUM LANE NORTH
PLYMOUTH, MINNESOTA 55441
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(612) 551-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
CHAPTER 11 REORGANIZATION
On July 2, 1996, Braun's Fashions Corporation ("BFC"), together with its
wholly-owned operating subsidiary, Braun's Fashions, Inc. ("BFI")
(collectively, BFC and BFI are referred to herein as the "Company") filed in
the United States Bankruptcy Court in the District of Delaware a petition for
reorganization under Chapter 11 of Title 11 of the United States Bankruptcy
Code, case number 96-1030(HSB). Under the protection of Chapter 11, the
Company managed its affairs and operated its business as a
debtor-in-possession while developing a plan of reorganization. The Company
filed its Plan of Reorganization on July 18, 1996, the First Amended Plan of
Reorganization on August 29, 1996, and the Second Amended Plan of
Reorganization on October 22, 1996 (the "Plan") along with its Disclosure
Statement. On October 22, 1996, the Bankruptcy Court approved the Disclosure
Statement as containing adequate information and established November 18,
1996, as the deadline for voting on the Plan. The Plan was approved by 99.6%
of the voting shareholders and by a majority of each class of the creditors
that voted. On November 22, 1996, the Bankruptcy Court confirmed the Plan.
The effective date of the Plan was December 3, 1996.
Claims and interests in BFC are Classified into six Classes under the Plan.
The following table summarizes the Classification of the BFC claims and
interests under the Plan and the treatment of such claims and interests under
the Plan:
CLASS DESCRIPTION OF TREATMENT
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1. Secured Claims Each holder of an allowed Class 1 claim shall
receive either: (i) return of collateral in full
satisfaction of such secured claim; (ii) payment
in cash in an amount equivalent to the lesser of
(a) the value of the collateral or (b) the full
amount of the secured claim; (iii) treatment of
such secured claim in accordance with Section
1124(2) of the Bankruptcy Code; or (iv) such
other treatment as may be agreed to in writing
by such holder of the secured claim and BFC.
2. Priority Non-Tax Claims Each holder of an allowed Class 2 claim will
receive cash equal to the amount of the allowed
claim or such other treatment as may be agreed
upon in writing by the holder of such claim and
BFC.
3. Public Debt Claims Each holder will receive, in respect of each
$1,000 principal amount of such public debt
claim: (i) 48 shares of Common Stock in BFC; and
(ii) $800 in original principal amount of new
notes bearing interest at 12% per annum ("New
Notes").
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4. General Unsecured Claims Each eligible Class 4 claim holder will receive,
at the election of the Company, either: (i) cash
equal to the allowed amount of such claim; or
(ii) the allowed amount of such holder's claim,
plus interest at 9% per annum, paid over 8
years.
5. Bank Guaranty Claims Each allowed Class 5 claim against BFC shall be
satisfied in full by performance of the
Company's obligations pursuant to the Plan with
respect to the bank claims reflected in BFI
Class 3.
6. Holders of Braun's Fashions Each holder of an allowed Class 6 interest
Corporation Common Stock will retain such interest, subject to the
dilutive and other effects of the Plan.
Claims and interests in BFI are classified into nine classes under the Plan.
The following table summarizes the classification of the BFI claims and
interests under the Plan:
CLASS DESCRIPTION OF TREATMENT
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1. Secured Claims Each holder of an allowed Class 1 claim shall
receive either: (i) return of collateral in full
satisfaction of such secured claim; (ii) payment
in cash in an amount equivalent to the lesser of
(a) the value of the collateral or (b) the full
amount of the secured claim; (iii) treatment of
such secured claim in accordance with Section
1124(2) of the Bankruptcy Code; or (iv) such
other treatment as may be agreed to in writing
by such holder of the secured claim and BFI.
2. Priority Non-Tax Claims Each holder of an allowed Class 2 claim shall
receive: (i) the amount of such holder's allowed
claim in one cash payment; or (ii) such other
treatment as may be agreed upon in writing by
the holder of such claim and BFI.
3. Bank Claims The holders of allowed Class 3 claims will
receive a total of (i) 138,284 shares of Common
Stock in BFC and (ii) $2,313,000 in original
principal amount of the New Notes.
4. Trade Claims Each eligible Class 4 claim holder shall receive
cash in an amount equal to the allowed amount of
such claim.
5. Rejection Claims Per the acceptance of the Plan by BFI Class 5
holders, each holder shall receive cash in an
amount equal to 25% of the allowed amount of
such claim.
6. General Unsecured Claims Each eligible Class 6 claim holder shall
receive, at the election of the Company: (i)
cash equal to the allowed amount of such claim;
or (ii) the allowed amount of such claim, plus
interest at 9% per annum paid over 8 years.
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7. Public Debt Guaranty Claims Each public debt guaranty claim against BFI
shall be satisfied in full by performance of the
Company's obligations pursuant to the Plan with
respect to the public debt claims in BFC Class
3.
8. Gift Certificate Claims The Company shall honor each gift certificate
claim in the ordinary course of business in
accordance with the Company's general practice.
9. Equity Interest Each holder of a Class 9 equity interest will
retain such interest.
Administrative claims and priority tax claims are not classified under the Plan.
In accordance with terms under the Plan, each holder of an allowed claim for an
administrative expense shall receive, at the option of the Company: (i) the
amount of such holder's allowed claim in one cash payment; (ii) the amount of
such holder's allowed claim in accordance with the ordinary business terms of
such expense or cost; (iii) such other treatment as may be agreed to in writing
by the holders of such administrative expense and the Company.
Each holder of an allowed priority tax claim shall receive, at the option of the
Company (i) the amount of such holder's allowed claim in one cash payment; (ii)
the amount of such holder's allowed claim, in equal annual cash payments on
January 2, 1997 and each anniversary of such date with interest thereon at 9%
per annum until the last anniversary of January 2, 1997 that precedes the sixth
anniversary of the date of assessment of such allowed claim; or (iii) such other
treatment as may be agreed to in writing by the holder of the priority tax claim
and the Company.
The percentage of Common Stock to be distributed to creditors is subject to
dilution on account of options pursuant to the 1987 Stock Incentive Plan,
pursuant to which 710,000 shares of Common Stock are reserved for grants. As of
December 3, 1996, the Company had 3,796,512 shares of Common Stock issued and
outstanding. It is expected that under the terms of the Plan, the Company will
issue 617,516 shares of Common Stock to unsecured creditors in BFC Class 3 and
BFI Class 3 in respect to their filed and allowed claims and interests. The
Company further expects to issue approximately $10.3 million in aggregate
principal amount of New Notes to the BFC Class 3 and BFI Class 3 creditors
pursuant to the Plan.
NORWEST FACILITY
As part of the Plan, the Company entered into a borrowing agreement with Norwest
Bank Minnesota, National Association (the "Norwest Revolver") expiring April 1,
1999. The Norwest Revolver provides the Company with revolving credit loans and
letters of credit up to $10 million, subject to a borrowing base formula.
Loans under the Norwest Revolver bear interest at Norwest's base rate plus 3/4%.
The interest is payable monthly in arrears. After June 1997, the Norwest
Revolver provides for a potential decrease in the interest rate, depending on
the financial performance of the Company (as described in the Norwest
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Revolver). The Norwest Revolver carries commitment fees of 1/4% of the
difference between $5 million and the average amount outstanding under the
facility (including letters of credit). If the average amount outstanding
under the facility (including letters of credit) is between $5 million and
$7.5 million, the commitment fee shall be based on the difference between
$7.5 million, and the average amount outstanding under the facility
(including letters of credit) and if the average amount outstanding is in
excess of $7.5 million the commitment fee is on the difference between $10
million and the average amount outstanding under the facility (including
letters of credit). This facility is secured by substantially all of the
Company's assets. The borrowing base at December 15, 1996 was $7.5 million.
As of December 15, 1996, the Company had no borrowings and outstanding
letters of credit in the amount of $2.6 million under the Norwest Revolver.
Accordingly, the availability of revolving credit loans under the Norwest
Revolver was $4.9 million at that date.
The Norwest Revolver contains, among other things, covenants with respect to (i)
capital expenditures, (ii) earnings before interest, taxes, depreciation and
amortization, (iii) inventory turnover ratios, (iv) additional indebtedness, (v)
investments and (vi) prohibitions on paying dividends.
While the Company was restructuring its operations, the Company had a $10
million debtor-in-possession Revolving Credit and Security Agreement (the "DIP
Facility") with Norwest Bank Minnesota, National Association, subject to a
borrowing base calculation. The Company had the ability to request revolving
credit loans and the issuance of letters of credit under the DIP Facility. The
DIP Facility terminated on December 3, 1996, the effective date of the Plan.
STORE CLOSINGS AND OTHER
In connection with the reorganization, the Company realigned its operations in
an effort to improve its long-term profit potential. This realignment enabled
the Company to concentrate its efforts on those stores that management believed
provided potential for profitability. The Bankruptcy Court entered orders
between July 2, 1996 and November 22, 1996 approving the rejection of 49 stores
leases. Substantially all of these stores were closed between July 2, 1996 and
November 2, 1996. During the second and third quarters of fiscal 1997, the
Company recorded a reorganization charge of $8,171,000, consisting primarily of
store closing costs (including the loss on the disposal of fixed assets), lease
rejection claims and professional fees.
The Company has also negotiated favorable terms with its landlords on a number
of its continuing stores. The Company also elected to reject its former
headquarters and distribution center lease and sublease in Eden Prairie,
Minnesota in its bankruptcy proceedings.
ASSETS AND LIABILITIES
The following table presents certain information from the Company's balance
sheet for the quarter ended August 31, 1996. Reference is made to the Company's
Form 10-Q for such period for more detailed information as at such date.
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ASSETS AUGUST 31, 1996
Current Assets $16,281,455
Equipment and Improvements 11,668,753
Other Assets 115,837
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$28,066,045
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LIABILITIES AND STOCKHOLDER'S EQUITY AUGUST 31, 1996
Current Liabilities $ 4,856,044
Total Long-Term Obligations 771,507
Liabilities Subject to Compromise 18,531,186
Shareholders Equity 3,907,308
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Total Liabilities and Stockholders Equity $28,066,045
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ITEM 7. EXHIBITS.
10.1 Second Amended Plan of Reorganization dated October 22, 1996 (the "Plan
of Reorganization").
10.2 Motion to Approve Technical Amendment to the Plan of Reorganization dated
November 19, 1996.
10.3 Revolving Credit and Security Agreement dated as of December 2, 1996.
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.
Dated: January 13, 1997
BRAUN'S FASHIONS CORPORATION
(Registrant)
By:/s/ Stephen W. Clark
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Stephen W. Clark
Vice President and
Chief Financial Officer
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: Section Chapter 11
Section
BRAUN'S FASHIONS CORPORATION Section Case No. 96-1030 (HSB)
and BRAUN'S FASHIONS, INC., Section
Section Jointly Administered
Debtor. Section
MOTION TO APPROVE TECHNICAL AMENDMENTS TO SECOND
AMENDED PLAN OF REORGANIZATION PROPOSED BY THE DEBTORS
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TO THE HONORABLE HELEN S. BALICK,
UNITED STATES BANKRUPTCY JUDGE:
Braun's Fashions Corporation ("BFC") and Braun's Fashions, Inc.
("BFI") (collectively, the "Debtors") hereby file this Motion to Approve
Technical Amendments to Second Amended Plan of Reorganization Proposed By the
Debtors (the "Amendments'). In support of this Motion, the Debtors would
respectfully shows the Court as follows:
I. JURISDICTION
1. The Court has jurisdiction pursuant to 28 U.S.C. Section 1334.
This Motion is a core proceeding under 28 U.S.C. Section 157(b)(2)(A), (L) and
(O). The relief requested in this Motion is authorized pursuant to Section 1127
of the Bankruptcy Code, and Rule 3019 of the Federal Rules of Bankruptcy
Procedure.
II. BACKGROUND
2. On July 2, 1996 (the "Petition Date"), the Debtors filed their
voluntary petition for relief under Chapter 11 of the Title 11 of the United
States Code (the "Bankruptcy Code"). Since
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the Petition Date, the Debtors have been authorized to operate and manage their
assets as debtors in possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.
3. On October 22, 1996, the Debtors filed the Second Amended Plan of
Reorganization Proposed By the Debtors (the "Plan"), which was accompanied by
the Debtor's Second Amended Disclosure Statement Pursuant to Section 1125 of the
United States Bankruptcy Code (the "Disclosure Statement"). On October 23,
1996, the Court approved the Disclosure Statement pursuant to Section 1125 of
the Bankruptcy Code.
III. RELIEF REQUESTED
4. The Debtors have filed the Amendments in order to correct
inconsistencies in the Plan, respond to and settle potential objections to
confirmation of the Plan, and to aid in execution of the Plan. Pursuant to
Section 1127(c), subject to compliance with the adequacy-of-disclosure
requirements of Section 1125 of the Bankruptcy Code, a proponent of a plan may
modify the plan at any time prior to its confirmation. However, by no means
does this require the preparation of a new disclosure statement each time a plan
modification is proposed. To the contrary, Section 1127(c) only "requires the
proponent of a [p]lan modification to comply with [s]ection 1125 if NEW
acceptance are solicited." EQUITY MANAGEMENT II CORP. V. CARROLL CANYON ASSOC.
(IN RE CARROLL CANYON ASSOC.)., 73 B.R. 236, 239 (S.D. Miss. 1987); SEE ALSO IN
RE AMERICAN SOLAR KING, 90 B.R. 808, 823 (Bankr. W.D. Tex. 1988) ("Further
disclosure occurs only when and to the extent that the debtor intends to solicit
votes from previously dissenting creditors or when the modification materially
and adversely impacts parties who previously voted for the plan").
5. Furthermore, modification to a plan may be made pursuant to
Rule 3019 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),
when the proposed
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modification does not adversely affect the treatment of any claimant under the
plan. Although the term "adverse change" in the context of Bankruptcy Rule 3019
is not defined, it is obvious that proposed modifications are not adverse where
"[n]one of the changes negatively affects the repayment of creditors, the length
of the plan, or the protected property interests of parties in interest." IN RE
MOUNT VERNON PLAZA COMMUNITY URBAN REDEVELOPMENT CORP. I., 79 B.R. 305, 306
(Bankr. S.d. Ohio 1987).
6. The proposed modifications described in the Amendments will not
cause the Plan, as modified, to fail to comply with the requirements of
Sections 1122 and 1123 of the Bankruptcy Code. The proposed modifications do
not adversely change the treatment of any claim or interest.
7. For the convenience of the Court and parties in interest, the
Amendments are marked to show changes from the Plan as filed on October 22,
1996; deletions are shown as struck through, and additions are
double-underlined.
IV. SPECIFIC MODIFICATIONS
8. Section 5.2(c) shall be amended to read in nits entirety as
follows:
(c) BFI CLASS 3 - BANK CLAIMS. The holders of the
Allowed Bank Claims shall receive, in the aggregate on or as
soon as practicable after the Initial Distribution Date, (i)
138,284 shares of common stock in BFC and (ii) New Braun's
Notes in the original principal amount of $2,313,000. In
addition, in compromise and settlement of a dispute
regarding the amount of the Bank claims, National Bank shall
receive an Allowed Administrative Expense in the amount of
$13,400 which shall be paid on the Initial Distribution Date
in accordance with Section 4.1(d) of the Plan. Each holder
of a Bank Claim may vote directly or through such holder's
agent to accept or reject the Plan.
9. Section 15.7 shall be amended to read in its entirety as follows:
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15.7 PAYMENT OF STATUTORY FEES. All fees payable
pursuant to Section 1930 of Title 28 of the United States
Code, as determined by the Bankruptcy Code at the
Confirmation Hearing shall be paid on or before the
Effective Date.
V. CONCLUSION
WHEREFORE, the Debtors respectfully request that the Court grant the
relief sought in this Motion and such other and further relief to which the
Debtors may be justly entitled.
DATED: November 19, 1996
Wilmington, Delaware
YOUNG, CONAWAY, STARGATT & TAYLOR
By:__________________________________________
Laura Davis Jones (No. 2436)
Joel A. Waite (No. 2925)
11th Floor
Rodney Square North
P.O. Box 391
Wilmington, Delaware 19899-0391
(305) 571-6600
-and-
NELIGAN & AVERCH, L.L.P.
Patrick J. Neligan, Jr.
Blake L. Berryman
1717 Main Street, Suite 4050
Dallas, Texas 75201
(214) 653-4333
CO-COUNSEL FOR THE DEBTORS
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: Section Chapter 11
Section
BRAUN'S FASHIONS CORPORATION Section Case No. 96-1030 (HSB)
and BRAUN'S FASHIONS, INC., Section
Section Jointly Administered
Debtor. Section
ORDER APPROVING TECHNICAL AMENDMENTS TO SECOND
AMENDED PLAN OF REORGANIZATION PROPOSED BY THE DEBTORS
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CAME ON FOR CONSIDERATION the Motion of Braun's Fashions Corporation
and Braun's Fashions, Inc. (the "Debtors") for an Order Approving Technical
Amendments to the Plan (the "Motion'). There exists good cause for the relief
requested by the Debtors. Accordingly, IT IS HEREBY
ORDERED that the Motion is GRANTED; and it further
ORDERED that the Plan shall be amended as follows:
Section 5.2(c) of the Plan shall be amended to read in its entirety as
follows:
(c) BFI CLASS 3 - BANK CLAIMS. The holders of the
Allowed Bank Claims shall receive, in the aggregate on or as
soon as practicable after the Initial Distribution Date, (i)
138,284 shares of common stock in BFC and (ii) New Braun's
Notes in the original principal amount of $2,313,000. In
addition, in compromise and settlement of a dispute
regarding the amount of the Bank Claims, National Bank shall
receive an Allowed Administrative Expense in the amount of
$13,400, which shall be paid on the Initial Distribution
Date in accordance with Section 4.1(d) of the Plan. Each
holder of a Bank Claim may vote directly or through such
holder's agent to accept or reject the Plan.
Section 15.7 shall be amended to read in its entirely as follows:
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15.7 PAYMENT OF STATUTORY FEES. All fees payable
pursuant to Section 1930 of Title 28 of the United States
Code, as determined by the Bankruptcy Court at the
Confirmation Heating shall be paid on or before the
Effective Date.
DATED: November 19, 1996
Wilmington, Delaware
_____________________________________________
THE HONORABLE HELEN S. BALICK
UNITED STATES BANKRUPTCY JUDGE
