TOPS APPLIANCE CITY INC
8-K, 1999-10-28
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                                    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): October 21, 1999



                              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)




Item 1.  Changes in Control of Registrant

                  Not Applicable


Item 2.  Acquisition or Disposition 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

                  The  Registrant  has  announced  plans to  convert  its  store
                  format.  The  Registrant has entered into an agreement to sell
                  three of its store leases to Best Buy and is  negotiating  new
                  leases  to  accommodate  its new store  format.  A copy of the
                  Press  Release  describing  such plans is  attached  hereto as
                  Exhibit A.

Item 6.  Resignations 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

                           A.     Press Release dated October 21, 1999.

Item 8.  Change in Fiscal Year

                           Not Applicable



                           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/ Thomas L. Zambelli
                                  ---------------------------------
                                  THOMAS L. ZAMBELLI
                                  Executive Vice President


Dated: October 27, 1999



<PAGE>


                                    EXHIBIT A

               FOR IMMEDIATE RELEASE

FOR:           TOPS APPLIANCE CITY, INC.

APPROVED BY:   Thomas L. Zambelli
               Executive Vice President and
               Chief Financial Officer
               Tops Appliance City, Inc.
               (732) 248-2918

CONTACT:       Cheryl Schneider/John Blackwell
               Press: Michael McMullan/David Nugent
               Morgen-Walke Associates, Inc.
               (212) 850-5600

TOPS APPLIANCE CITY, INC. TO CONVERT TO NEW STORE FORMAT

     --Agrees  to Sell  Three  Store  Leases  to Best  Buy for  $10.5  Million
     --Expects Significant Increases in Net Income and Operating Margins

         Edison,  NJ,  October 21, 1999 - Tops  Appliance  City,  Inc.  (Nasdaq:
TOPS), a leading  retailer of home  appliances and consumer  electronics,  today
announced the Company will be converting to a unique new store format,  in which
it will be selling higher-margin major appliances,  housewares, kitchen cabinets
and  countertops.  This new store  format is expected  to result in  significant
increases in net income and operating margins, beginning in the year 2000.

         Tops Appliance City is planning to open two newly  formatted  stores by
year-end,  and will continue to aggressively  add additional  stores and convert
some of its existing  stores to the new format in the year 2000.  The  Company's
first new store is  scheduled  to open in  November  1999 in  Jersey  City,  New
Jersey.  Each store will carry a broad array of high-end  major  appliances  and
housewares  as well as kitchen  cabinetry and  countertops,  through its Kitchen
Place   showrooms,   located   within  the  stores.   Tops  intends  to  operate
20,000-25,000  square-foot  stores  in its  current  marketplace,  the New  York
metropolitan  area,  and  anticipates  expanding  further into the  mid-Atlantic
region over the coming years.  Currently,  Tops locations  average 50,000 square
feet,  with  approximately  15,000 square feet devoted to major  appliances  and
housewares.  Tops' sales  efforts  will be supported  by a new  advertising  and
direct mail campaign, which is expected to be launched next month.

         In conjunction with its new business plans, Tops Appliance City:


<PAGE>


          signed an  agreement  to sell  three of its  store  leases to Best Buy
     (NYSE:BBY) for $10.5 million, and has begun negotiating the sale of some of
     its other existing store leases. The proceeds from the sale of Tops' leases
     will be used to finance the  opening of the  Company's  new  stores.


     currently  in  negotiation  on  five  new  leases  and  has  begun  to seek
     additional  new leases on other  locations  that better match its new store
     profile.

     begun to liquidate all of its consumer electronics offerings.

     announced a planned reduction in staffing.

         Tops  Appliance City expects that the steps it has taken to convert its
stores  to the  new  format  will  result  in  significant  improvements  to its
operations   beginning  in  the  year  2000.  For  the  full  year  the  Company
anticipates:

     opening 10 - 15 new stores in the New York metropolitan area.

     increasing gross margins by over 200 basis points.

     reducing S G & A expenses by 50%.

     Richard L. Jones,  President and Chief Executive  Officer of Tops Appliance
City commented,  "With the arrival of Best Buy and other national competitors to
our region, the consumer electronics and retail computer marketplace will become
increasingly  more  competitive.  By proactively  shifting our focus to the home
appliance and  housewares  market we will be able to concentrate on growing what
has been the strongest and more profitable  segment of our business.  Currently,
major appliances, housewares and kitchen solutions account for approximately 50%
of our revenues and 60% of gross profits. The shift to our new format,  combined
with our recently announced reduction in staff, will provide us with more growth
opportunities and greater shareholder value."

     Mr.  Jones  continued,  "Our new retail  store  format  will create what we
believe will be a real  category  killer--the  first home  appliance and kitchen
superstore  in the  marketplace.  While our emphasis  will be on high-end,  high
quality products,  our selection will be the most complete one to be found under
one roof as we will  also  carry a wide  range  of  quality,  moderately  priced
products  providing retail and commercial  customers with the right solution for
their  particular  needs.  All of our salespeople  will undergo a new,  upgraded
training program and designers will be available to assist customers in creating
the kitchen of their dreams.  This will be accomplished at our expanded  Kitchen
Place departments  within the stores at which interior  designers and architects
will be able to create  customized  kitchens and demonstrate  their design ideas
and capabilities."

     Mr. Jones concluded, "Our exciting and unique new format will position Tops
Appliance City as the dominant home  appliance and kitchen  outfitter in the New
York metropolitan  area and will create  additional  opportunities for expansion
into new markets. We're enthusiastic about the changes that are occurring,  both
for our customers and for our shareholders."

     Headquartered in Edison, New Jersey, Tops Appliance City, Inc. is a leading
retailer of home appliances and consumer electronics in New Jersey and New York,
serving a customer base within the Greater New York Metropolitan Area.

     This release contains  forward-looking  statements about the Company, which
are subject to risk and  uncertainties.  Many  factors  may cause the  Company's
results  to  differ  from  those set  forth in any  forward-looking  statements.
Accordingly,  there  can be no  assurances  that  any  future  results  will  be
achieved.  The  Company's  SEC filings  contain  additional  information  on the
Company and the related risk  factors that could cause actual  results to differ
from management's expectations.



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