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UNITED STATES
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 (Date of earliest event reported) September 19, 1996
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Orchard Supply Hardware Stores Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-21182 4214109
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6450 Via Del Oro San Jose, California 95119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 281-3500
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
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ITEM 1(A). CHANGES IN CONTROL OF REGISTRANT.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
by and among Orchard Supply Hardware Stores Corporation, a Delaware corporation
(the "Registrant"), Grove Acquisition Corp., a Delaware corporation (the
"Purchaser"), a wholly owned subsidiary of Sears, Roebuck and Co., a New York
corporation (the "Parent") and the Parent, dated as of August 14, 1996, a change
of control of the Registrant occurred on September 19, 1996. On that date, the
Purchaser accepted for payment approximately 8,705,203 shares of the
Registrant's common stock (the "Common Stock"), including 766,969 shares
tendered by guaranteed delivery, representing approximately 98.67% of the Common
Stock outstanding, at $35.00 per share, net to the seller in cash. The Merger
Agreement is attached as Exhibit 2.1 hereto and is hereby incorporated by
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reference herein.
The Merger Agreement contemplates that promptly upon the purchase by
the Purchaser of the Common Stock, and from time to time thereafter, the
Purchaser shall be entitled to designate up to such number of directors (the
"Purchaser's Designees"), rounded up to the next whole number, on the
Registrant's Board of Directors (the "Board") as shall give the Purchaser
representation equal to the product of the total number of directors on the
Board multiplied by the percentage, as expressed as a decimal, that the
aggregate number of shares of Common Stock beneficially owned by the Purchaser
or any affiliate of the Purchaser following such purchase bears to the total
number of shares of Common Stock then outstanding, and the Registrant shall, at
such time and promptly take all actions necessary to cause the Purchaser's
Designees to be elected as directors of the Company, including increasing the
size of the Board or securing the resignations of incumbent directors, or both.
According to the Offer to Purchase filed by the Purchaser and Parent
as Exhibit (a)(1) to Schedule 14D-1 and Schedule 13D, dated August 21, 1996, the
Purchaser acquired the funds requisite for the offer from the Parent, which
provided such funds from its general corporate funds. The Offer to Purchase is
attached as Exhibit 2.2 hereto and is hereby incorporated by reference herein.
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2.
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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 hereunto duly authorized.
ORCHARD SUPPLY HARDWARE
STORES CORPORATION
Dated: September 19, 1996 By: /s/ STEPHEN M. HILBERG
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Stephen M. Hilberg
Senior Vice President and
Chief Financial Officer
3.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Page
Exhibit Number
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<S> <C> <C>
2.1 Agreement and Plan of Merger, by and among Orchard Supply
Hardware Stores Corporation, Grove Acquisition Corp., and
Sears, Roebuck and Co., dated as of August 14, 1996./*/
2.2 Offer to Purchase, by Grove Acquisition Corp., a wholly
owned subsidiary of Sears, Roebuck and Co., dated August
21, 1996./**/
2.3 Stockholder Tender and Option Agreement, dated August 14,
1996, by and among Grove Acquisition Corp., Sears,
Roebuck and Co., Orchard Supply Hardware Stores
Corporation, FS Equity Partners II, L.P., FS Equity
Partners III, L.P. and FS Equity Partners International,
L.P./+/
2.4 Notice and Agreement Regarding Conversion and Tender,
dated as of August 14, 1996, by and among Orchard Supply
Hardware Stores Corporation, Sears, Roebuck and Co., FS
Equity Partners III, L.P., FS Equity Partners International,
L.P. and ChaseMellon Shareholder Services, L.L.C./++/
</TABLE>
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/*/ Previously filed with the Securities and Exchange Commission as Exhibit
1 to Schedule 14D-9 filed by Orchard Supply Hardware Stores Corporation, dated
August 21, 1996. The Agreement and Plan of Merger is hereby incorporated by
reference herein.
/**/ Previously filed with the Securities and Exchange Commission as Exhibit
(a)(1) to Schedule 14D-1 and Schedule 13D filed by Sears, Roebuck and Co. and
Grove Acquisition Corp., dated August 21, 1996. The Offer to Purchase is hereby
incorporated by reference herein.
/+/ Previously filed with the Securities and Exchange Commission as Exhibit
2 to Schedule 14D-9 filed by Orchard Supply Hardware Stores Corporation, dated
August 21, 1996. The Stockholder Tender and Option Agreement is hereby
incorporated by reference herein.
/++/ Previously filed with the Securities and Exchange Commission as Exhibit
10 to Schedule 14D-9 filed by Orchard Supply Hardware Stores Corporation, dated
August 21, 1996. The Notice and Agreement Regarding Conversion and Tender is
hereby incorporated by reference herein.
4.
