<PAGE>
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) August 15, 1996
---------------
Orchard Supply Hardware Stores Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-21182 4214109
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6450 Via Del Oro San Jose, California 95119
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 281-3500
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 3 Pages
<PAGE>
ITEM 1(b). CHANGES IN CONTROL OF REGISTRANT.
Attached as Exhibit 20 is the press release issued by Orchard Supply
----------
Hardware Stores Corporation and Sears, Roebuck and Co. dated August 15, 1996,
which is hereby incorporated by reference herein.
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: August 22, 1996 By: /s/ Stephen M. Hilberg
-------------------------------
Stephen M. Hilberg
Senior Vice President and
Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Page
Exhibit Number
- ------ ------------------------------------------------ ----------
<S> <C> <C>
20 Press release, dated August 15, 1996.
================================================================================
</TABLE>
3
<PAGE>
EXHIBIT 20
FOR IMMEDIATE RELEASE AUGUST 15, 1996
SEARS TO ACQUIRE ORCHARD SUPPLY HARDWARE
CHICAGO, Illinois and SAN JOSE, California--Sears, Roebuck and Co. [NYSE: S]
and Orchard Supply Hardware Stores Corporation [NYSE: ORH] today announced the
signing of a definitive agreement providing for the acquisition of Orchard by
Sears for $35.00 per share or a total transaction value of approximately $415
million. Orchard operates 61 hardware superstores in California.
"By combining the strengths of Orchard and Sears Hardware Stores, we will
accelerate the growth of our successful off-the-mall hardware business," said
Arthur C. Martinez, Sears Chairman and Chief Executive Officer. "Orchard is
one of the most successful convenience-oriented hardware retailers in the
country, with a well-deserved reputation for excellent assortment, service and
management. Adding Orchard's high-performance locations to Sears Hardware
business and, in turn, extending the power of Sears Craftsman and DieHard
brands to Orchard's merchandise mix, will give Sears a unique profile in the
important California market."
"We believe this transaction is attractive for our stockholders and creates
an exciting opportunity for Orchard and its employees," said Maynard Jenkins,
President and Chief Executive Officer of Orchard. "Joining with Sears will
help both companies by combining the best practices of each company and will
help Orchard to fulfill its expansion plans."
Under the agreement, Sears will begin a cash tender offer on or about August
21, 1996 for all of Orchard's approximately 8,800,000 outstanding common
shares (including 1,280,000 shares issuable upon conversion of outstanding
shares of preferred stock) at a price of $35.00 net per share. The Orchard
Board of Directors unanimously approved the agreement and recommended that
Orchard stockholders tender their shares pursuant to the offer. After
successful completion of the tender offer, remaining shares of Orchard will be
acquired at the tender offer price through a merger. Orchard's Board of
Directors has received the opinion of Montgomery Securities that the
consideration payable in the tender offer and merger is fair, from a financial
point of view, to Orchard stockholders.
In connection with the acquisition agreement, affiliates of Freeman Spogli &
Co. Incorporated, Orchard's largest stockholders, have agreed to tender their
1,604,043 shares of common stock (including shares issued upon conversion of
preferred stock), which represent approximately 18.2% of Orchard's current
outstanding stock, and have also granted Sears an option on such shares at
$35.00 per share of common stock, which can be exercised under certain
circumstances. The definitive agreement provides for payment to Sears under
certain circumstances of a termination fee and reimbursement of expenses if
the Orchard Board of Directors, in the exercise of its fiduciary
responsibilities, terminates the definitive agreement or withdraws or modifies
its recommendation that Orchard stockholders tender their shares pursuant to
the offer.
Merrill Lynch & Co. will act as Dealer Manager for the tender offer. The
consummation of the tender offer is subject to certain customary conditions,
including the tender of a majority of Orchard's outstanding shares (on a fully
diluted basis) and expiration of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act.
Orchard, through its 61 hardware superstores in California, specializes in
serving the needs of the "fix-it" homeowner focused on repair and maintenance
projects. Freeman Spogli & Co. Incorporated acquired Orchard in May 1989 and
the company completed its initial public offering in March 1993.
Sears, Roebuck and Co. owns and operates more than 2,300 department and
specialty stores in the U.S., including HomeLife furniture, Sears Hardware,
and automotive parts and tire outlets, which include 390 Western Auto stores.
Sears retail network also extends to 400 Sears-authorized dealer stores and
900 independently owned and operated Western Auto retail locations. Sears,
Roebuck and Co. is majority owner of Sears Canada and Sears Mexico. The
Hoffman Estates, Ill.-based company has annual revenue of more than $34
billion.
<PAGE>
For more information, please contact:
Sears, Roebuck and Co.
Janice R. Drummond
(847) 286-8316
Orchard Supply Hardware Stores Corporation
Stephen M. Hilberg, Vice President and Chief Financial Officer
(408) 365-2608
