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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: October 2, 2000
SERVICE MERCHANDISE COMPANY, INC.
(Debtor-in-Possession as of March 27, 1999)
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(Exact name of registrant as specified in its charter)
Tennessee 1-9223 62-0816060
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
7100 Service Merchandise Boulevard, Brentwood, TN 37027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 660-6000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Service Merchandise Company, Inc. (the "Company") has filed its monthly
operating report for the period commencing October 2, 2000 and ending October
29, 2000 (the "Operating Report") with the United States Bankruptcy Court for
the Middle District of Tennessee, a copy of which is attached hereto as Exhibit
99, in connection with its voluntary petitions for reorganization under Chapter
11 of title 11 of the United States Bankruptcy Code in Case No. 399-02649.
The Company cautions readers not to place undue reliance upon the
information contained therein. The Operating Report contains unaudited
information, and is in a format, prescribed by the applicable bankruptcy laws.
There can be no assurance that the Operating Report is complete. The Operating
Report also contains information for periods which may be shorter or otherwise
different from those contained in the Company's reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
information may not be indicative of the Company's financial condition or
operating results for the periods reflected in the Company's financial
statements or in its reports pursuant to the Exchange Act and readers are
cautioned to refer to the Exchange Act filings. Moreover, the Operating Report
and other communications from the Company may include forward-looking statements
subject to various assumptions regarding the Company's operating performance
that may not be realized and are subject to significant business, economic and
competitive uncertainties and contingencies, including those described in this
report, many of which are beyond the Company's control. Consequently such
matters should not be regarded as a representation or warranty by the Company
that such matters will be realized or are indicative of the Company's financial
condition or operating results for future periods or the periods covered in the
Company's reports pursuant to the Exchange Act. Actual results for such periods
may differ materially from the information contained in the Operating Report and
the Company undertakes no obligation to update or revise such Operating Report.
The Operating Report includes a Rolling Revised Cash Flow Forecast which
is a forward-looking statement subject to various assumptions regarding the
Company's business, operating performance and other factors including revenues,
expenses, asset dispositions, trade terms and capital expenditures, and various
risks and uncertainties including those set forth below. This information should
be read in conjunction with the Company's reports filed pursuant to the Exchange
Act. Readers are cautioned that such information is being reported publicly
because it is being distributed to a large number of the Company's vendors for
purposes of their credit analyses. The Company undertakes no obligation to
update such information or to disclose similar information in future operating
reports. The Rolling Revised Cash Flow Forecast was not examined, reviewed or
compiled by the Company's independent public accountants. The Rolling Revised
Cash Flow Forecast is subject to future adjustments, if any, that could
materially affect such information.
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The Company's liquidity, capital resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to,
the following: the ability of the Company to continue as a going concern; the
ability of the Company to operate pursuant to the terms of the DIP to Exit
Facility; the ability of the Company to sublease successfully portions of its
real estate in connection with the 2000 Business Plan; the ability of the
Company to negotiate non-disturbance agreements with its landlords; the ability
of the Company to complete its store refurbishment program within cost, time and
size expectations; the successful implementation of the consolidation of its
distribution centers; the ability of the Company to operate successfully under a
Chapter 11 proceeding, achieve planned sales and margin, and create and have
approved a reorganization plan in the Chapter 11 Cases; potential adverse
developments with respect to the Company's liquidity or results of operations;
competitive pressures from other retailers, including specialty retailers and
discount stores, which may affect the nature and viability of the Company's
business strategy; trends in the economy as a whole which may affect consumer
confidence and consumer demand for the types of goods sold by the Company; the
seasonal nature of the Company's business and the ability of the Company to
predict consumer demand as a whole, as well as demand for specific goods; the
ability of the Company to conduct successful clearance sales in connection with
the 2000 Business Plan; risks associated with third parties seeking and
obtaining Court action to terminate or shorten the exclusivity period, the time
for the Company to accept or reject executory contracts including its store
leases, and for appointment of a Chapter 11 trustee or to convert the Company's
reorganization cases to liquidations cases; the ability of the Company to obtain
shipments, negotiate and maintain terms with vendors and service providers for
current orders; the ability to fund and execute the 2000 Business Plan; the
ability of the Company to achieve cost-savings; the ability of the Company to
enter into satisfactory arrangements with third parties with respect to real
estate and Internet related strategies; the ability of the Company to attract,
retain and compensate key executives and associates; the ability of the Company
to attract and retain customers; potential adverse publicity; real estate
occupancy and development costs, including the substantial fixed investment
costs associated with opening, maintaining or closing a Company store;
uncertainties with respect to continued public trading in the Company's
securities; the ability to effect conversions to new technological systems; and
the ability to develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the Chapter 11 Cases.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
SERVICE MERCHANDISE COMPANY, INC.
Date: November 28, 2000 By: /s/ C. Steven Moore
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C. Steven Moore
Senior Vice President, Chief Administrative
Officer, Secretary and General Counsel
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EXHIBIT INDEX
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No. Exhibit
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99 Operating Report for the period ending October 29, 2000
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