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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 31, 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)
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Tennessee 1-9223 62-0816060
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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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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This Current Report on Form 8-K/A is being filed to include amended
pages to the Registrant's operating report filed as Exhibit 99 to Registrant's
Current Report on Form 8-K as filed with the Securities and Exchange Commission
on April 6, 2000. "Item 5. Other Events" set forth below amends and supplements
"Item 5. Other Events" of the Registrant's Current Report on Form 8-K as filed
April 6, 2000. The amended pages filed herewith as Exhibit 99, replace in its
entirety the section entitled "Service Merchandise Company, Inc. and
Subsidiaries Consolidated Statements of Operations (Unaudited)
(Debtor-in-Possession)" of Exhibit 99 to the Registrant's Current Report on Form
8-K as filed April 6, 2000.
Item 5. Other Events
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Service Merchandise Company, Inc. (the "Company") has filed certain
amended pages to its monthly operating report for the period commencing January
31, 2000 and ending February 27, 2000 (the "Amended Pages") 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 Amended Pages contain unaudited information,
and are in a format, prescribed by the applicable bankruptcy laws. There can be
no assurance that the Amended Pages are complete. The Amended Pages also contain
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 Amended Pages 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 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 Amended Pages and the Company undertakes no obligation to update or revise
such Amended Pages.
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: approval of plans and activities by the Bankruptcy Court,
including the Company's proposed strategic real estate initiatives; the ability
of the Company to continue as a going concern; the ability of the Company to
operate pursuant to the terms of the present DIP Facility and to close and
operate pursuant to the new DIP to Exit Facility; the ability of the Company to
conduct successful clearance sales in connection with the 2000 Business Plan;
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
complete its store refurbishment program within cost and time expectations; the
successful implementation of the consolidation of its distribution centers; the
ability of the Company to enter into satisfactory arrangements with third
parties with respect to real estate and Internet-related strategies; 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
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Chapter 11 operating trustee or to convert the Company's reorganization cases to
liquidation cases; the ability of the Company to operate successfully under a
Chapter 11 proceeding, achieve planned sales and margin, and create and have
approved a plan of reorganization in the Chapter 11 cases; potential adverse
developments with respect to the Company's liquidity or results of operations;
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 a Year 2000 Business Plan; the ability of the Company to achieve
cost-savings; the ability of the Company to attract, retain and compensate key
executives and associates, 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 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 its 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: April 19, 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 Amended Pages to the Company's Operating Report for the period
ending February 27, 2000
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EXHIBIT 99
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
In re: )
)
) Case No. 399-02649
SERVICE MERCHANDISE COMPANY, )
INC., et al., ) Chapter 11
)
) Judge Paine
Debtors. )
) Jointly Administered
)
NOTICE OF FILING AMENDED PAGES TO
MONTHLY OPERATING REPORT FILED MARCH 20, 2000
Be advised that the Debtors hereby submit the attached amended
pages to their monthly operating report filed March 20, 2000.
Dated: Nashville, Tennessee
April 17, 2000
RESPECTFULLY SUBMITTED:
/s/ Paul G. Jennings
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Paul G. Jennings
Beth A. Dunning
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, TN 37238-2700
Tel: (615) 742-6200
Fax: (615) 742-6293
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FORM OPR-5 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(Debtor-in-Possession)
(In thousands)
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ACTIVITY
JANUARY 31, 2000
THROUGH
FEBRUARY 27, 2000
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Net Sales $ 137,923
Costs of merchandise sold and buying and occupancy expense 96,230
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Gross margin after cost of merchandise sold and buying and occupancy expenses 41,693
Selling, General and Administrative Expenses:
Net Employment Expense 23,402
Net Advertising 8,771
Banking and Other Fees 1,821
Real Estate and Other Taxes 1,822
Supplies 919
Communication and Equipment 430
Travel 463
UCC and Other Services (a) (1,138)
Legal and Professional 247
Sales and Shipping 70
Insurance 399
Miscellaneous (337)
Credit Card Services (49)
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Total Selling, General and Administrative Expenses 36,819
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FORM OPR-5 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(Debtor-in-Possession)
(In thousands)
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Other expense/(income), net 947
Restructuring charge --
Depreciation and amortization 2,843
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Earnings (loss) before interest, reorganization items, and income tax 1,084
Interest expense - debt 3,171
Interest expense - capitalized leases 308
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Earnings (loss) before reorganization items, and income tax (2,394)
Reorganization Items:
Legal and Professional 1,336
Miscellaneous fees 133
Close Store Charges --
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Total Reorganization Items 1,468
Earnings (loss) before income tax (3,863)
Income tax benefit --
Cumulative Effect of Change in Accounting Principles --
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Net earnings (loss) $ (3,863)
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Note:
(a) Includes Uniform Inventory Cost Capitalization adjustment to reflect revised
estimate of inventoriable costs.
