FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 20, 1997
TOPS APPLIANCE CITY, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-20498 22-3174554
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
45 Brunswick Avenue, Edison, New Jersey 08818
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(908) 248-2850
N/A
(Former name or former address, if changed since last report)
Page 1 of 3 pages
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposal of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
Registrant entered into a Debenture Exchange Agreement
(the "Agreement") with BEA Associates ("BEA"), a New York
partnership, whereby effective September 1, 1997, BEA will
exchange $15,375,000 of Registrant's 6-1/2% Convertible
Subordinated Debentures due 2003 (the "Original Debentures") for
$7,687,500 of Registrant's 6-1/2% Convertible Subordinated
Debentures due 2003 (the "New Debentures"). Pursuant to the
Agreement, BEA may convert the New Debentures into shares of
common stock of Registrant at a conversion price of One and 75/00
Dollars ($1.75) per share. Following any such conversion by BEA
whereby BEA shall own 12.5% of the outstanding stock of
Registrant following such conversion, BEA shall have the right to
elect one (1) director to the Board of Directors of Registrant.
In the event that BEA shall own 25% of Registrant's outstanding
stock as a result of its conversion of New Debentures, BEA shall
have the right to elect two (2) directors to the Board of
Directors of Registrant. The New Debentures shall rank pari
passu with the Original Debentures in respect of payment of
principal and interest.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
Not Applicable
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SIGNATURE
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.
TOPS APPLIANCE CITY, INC.
-----------------------------
BY:/s/ Robert Gross
ROBERT GROSS,
Chief Executive Officer
Dated: August 26, 1997
