<PAGE>
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
FEBRUARY 27, 1998
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 5. OTHER EVENTS.
On February 27, 1998, the Company issued a press release regarding the
implementation of a management succession plan. In accordance with that plan,
the Company announced the election of William J. Prange as Chief Executive
Officer. Nicholas H. Cook, the Company's Chief Executive Officer since 1990,
will continue as Chairman of the Board. Herbert D. Froemming, the Company's
Vice Chairman and Chief Financial Officer, has chosen to take early retirement
and will continue with the Company over the next few months to facilitate an
orderly transition. In connection with the succession plan, Andrew K. Moller
has been promoted to Vice President of Finance and Chief Financial Officer. A
copy of the press release is attached as Exhibit 99.1.
ITEM 7. EXHIBITS.
10.1 Management Succession and Separation Agreement by and between Brauns
Fashions Corporation and Nicholas H. Cook dated as of February 26, 1998
10.2 Management Succession and Separation Agreement by and between Brauns
Fashions Corporation and Herbert D. Froemming dated as of February 26,
1998
99.1 Press release dated February 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 thereunto duly authorized.
Dated: March 12, 1998
BRAUN'S FASHIONS CORPORATION
(Registrant)
By:/s/ ANDREW K. MOLLER
-------------------------------
Andrew K. Moller
Chief Financial Officer
2
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD, INC.:
Bill Prange Larry Stein Bill Schmidle
Chief Executive Officer General Inquiries Analyst Inquiries
(612) 551-5000 (312) 266-7800 (312) 266-7800
FOR IMMEDIATE RELEASE
FRIDAY, FEBRUARY 27, 1998
BRAUN'S FASHIONS CORPORATION ANNOUNCES MANAGEMENT SUCCESSION
MINNEAPOLIS, MN, FEBRUARY 27, 1998 -- Completing the final step in its
management succession plan, BRAUN'S FASHIONS CORPORATION (NASDAQ: BFCI) today
announced the election of William J. Prange as Chief Executive Officer.
Mr. Prange, 43, joined Braun's in 1994 as Senior Vice President/General
Merchandising Manager and was appointed President and Chief Merchandising
Officer in July 1997. Through his leadership in building a direct import
program that delivers quality fashions at value prices, Braun's customer base
and same-store sales have grown considerably in recent years.
The company also announced the following promotions: Joseph Pennington to
Executive Vice President/Chief Operating Officer; Ralph C. Neal to Executive
Vice President/Store Operations; Kathryn Gangstee to Senior Vice
President/General Merchandising Manager; and Andrew Moller to Vice President
Finance/Chief Financial Officer.
Nicholas H. Cook, the company's Chief Executive Officer since 1990, will
continue as Chairman of the Board. Herbert D. Froemming, the company's Vice
Chairman, has chosen to take early retirement and will continue with Braun's
over the next few months to facilitate an orderly transition.
Cook said, "It is very gratifying to see our long-term succession plan come to
fruition with Bill Prange becoming CEO and the promotion of his top operating
people to senior management positions. Bill and this new management team have
been very instrumental in creating a new Braun's, with stronger merchandising,
store identity and operating disciplines. This management team has already
demonstrated the ability to lead the company and their new positions will give
them even greater opportunities for success."
Cook added, "I would also like to personally thank Herb Froemming for his
significant contributions over the many years to Braun's. We appreciate his
tremendous contributions in developing this management team and extend our best
wishes for the future."
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BRAUN'S FASHIONS CORPORATION ANNOUNCES MANAGEMENT SUCCESSION
Minneapolis, MN, February 27, 1998 -- CONTINUED
Page 2
As part of the Management Succession Plan, the company will incur a one-time
extraordinary pre-tax charge to earnings of approximately $775,000 or $0.13
diluted per share in the fourth quarter of fiscal 1998. The majority of this
earnings charge is non-cash, reflecting the accelerated vesting of previously
issued stock options.
Cook briefly reviewed the contributions of other newly promoted individuals:
- - Joseph Pennington, Executive Vice President/Chief Operating Officer, is a
seasoned leader who has significantly improved Braun's merchandise planning
and distribution systems.
- - Ralph C. Neal, Executive Vice President/Store Operations, has implemented
Braun's operating disciplines and coordinates visual presentation with
merchandising strategy.
- - Kathryn Gangstee, Senior Vice President/General Merchandising Manager, has
worked closely with Bill Prange to build the direct import program and
implement merchandising strategy.
- - Andrew Moller, Vice President Finance/Chief Financial Officer, is a CPA who
has worked closely with Herb Froemming to maintain financial disciplines
throughout Braun's operations.
Braun's Fashions Corporation is a Minneapolis-based specialty retailer of
women's clothing and accessories that focuses on quality/value-priced fashions
for working women. Presently, the company has 180 stores operating in 20
states, located primarily in the upper Midwest. Braun's common stock is traded
on the Nasdaq Stock Market under the ticker symbol BFCI.
FOR MORE INFORMATION ON BRAUN'S FASHIONS CORPORATION VIA FACSIMILE AT NO COST,
SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY CODE TICKER BFCI.
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