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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 (Date of earliest event reported): April 12, 2000
D.I.Y. HOME WAREHOUSE, INC.
---------------------------
(Exact name of registrant as specified in its charter)
OHIO 0-21768 38-2560752
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(State or jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
5811 Canal Road, Suite 180
VALLEY VIEW, OHIO 44125
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(Address of principal executive offices)
(216) 328-5100
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Gregory K. Jones, John A. Shields and Mark A. Timmerman, all
of the Company's outside directors, (the "Outside Directors") resigned as
members of the board of directors on April 12, 2000, April 13, 2000 and April
12, 2000, respectively, to pursue other opportunities and not as any result of
any disagreement with the Company. The remaining directors do not intend to
fill the vacancies on the Board for the unexpired terms of the Outside
Directors created by their resignations and do not intend to nominate
candidates for election to the Board to fill the positions previously held by
the Outside Directors at the Company's annual meeting of shareholders.
During the February 16, 2000 meeting of the Company's board of
directors, the Directors discussed compensation levels (including stock options)
which are available to outside directors with the business experience and
success similar to the Outside Directors, for serving as directors of other
companies, and which would be appropriate for the Outside Directors, given the
abilities, experience and other business opportunities of the Outside Directors,
which have increased significantly since the Outside Directors joined the
Company's board of directors. While the Company values the contributions which
the Outside Directors have made to the Company in the past, the directors
concluded that, in light of the smaller size of the Company, compensating the
Outside Directors at such level was not justified at this time and would not be
in the best interests of shareholders. In light of that determination, the
directors concluded that it would be in the best interest of the Company and the
Outside Directors if the Outside Directors were given the opportunity to step
down as members of the board of directors to devote more of their time to other
ventures in which they are involved.
Item 7. Financial Statements, Pro-Forma Financial Information and
Exhibits.
(c) Exhibits
17.1 Letter from Ira J. Jaffe to Gregory K.
Jones, John A. Shields and Mark A. Timmerman
dated February 28, 2000.
17.2 Letter from Ira J. Jaffe to John A. Shields
dated March 6, 2000.
17.3 Resignation letter of Gregory K. Jones,
dated April 12, 2000.
17.4 Resignation letter of John A. Shields, dated
April 13, 2000.
17.5 Resignation letter of Mark A. Timmerman,
dated April 12, 2000.
99 Press Release issued by the Registrant on
April 17, 2000.
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.
D.I.Y. HOME WAREHOUSE, INC.
Date: April 17, 2000 By:/s/ Clifford L. Reynolds
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Clifford L. Reynolds
President, Chief Execuitve Officer
3
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INDEX TO EXHIBITS
17.1 Letter from Ira J. Jaffe to Gregory K. Jones, John A. Shields and
Mark A. Timmerman dated February 28, 2000.
17.2 Letter from Ira J. Jaffe to John A. Shields dated March 6, 2000.
17.3 Resignation letter of Gregory K. Jones, dated April 12, 2000.
17.4 Resignation letter of John A. Shields, dated April 13, 2000.
17.5 Resignation letter of Mark A. Timmerman, dated April 12, 2000.
99 Press Release issued by the Registrant on April 17, 2000.
4
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Exhibit 17.1
February 28, 2000
VIA FEDERAL EXPRESS
Mr. John A. Shields
2749 Landon Road
Shaker Heights, OH 44122
Mr. Mark A. Timmerman
William Blair & Co.
222 W. Adams Street
Chicago, IL 60606
Mr. Gregory K. Jones
UBID
8550 Bryn Mawr Avenue
Suite 200
Chicago, IL 60631
Gentlemen:
When D.I.Y. Home Warehouse, Inc. (the "Company") first went public and
you were added to the Board of Directors and for a number of years thereafter,
the Company was an extremely active public company, with a great variety of
issues to address, which benefited from your presence and enthusiasm on the
Board. Recently, however, we have seen the Company's success and your success in
other areas move in different directions. At the same time, the Company's
vitality as a public company has been greatly reduced, as evidenced in part by
its transition from a NASDAQ national market listing to the OTC Bulletin Board.
After reflection on these matters, I suggested to Fred that this might be the
appropriate time to ask that you step down as members of the Board so that you
may devote more of your time and attention to your other successful ventures,
and that the Board nominate only four (4) candidates for election to the Board
at this year's annual meeting of shareholders.
Please call me to discuss this matter in greater detail if you have any
questions, comments or suggestions.
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
Ira J. Jaffe
cc: Fred A. Erb
John M. Erb
Clifford L. Reynolds
R. Scott Eynon
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Exhibit 17.2
IRA J. JAFFE
March 6, 2000
Mr. John A. Shields
2749 Landon Road
Shaker Heights, OH 44122
VIA FACSIMILE to 216-464-1684
Dear John:
As I explained in the voicemail which I left you last Saturday, Fred is
not disposed to increase the compensation of outside directors to the levels
which were discussed during the February Board meeting. In light of that and the
other successes and interests which you, Mark and Greg have developed since the
Company went public, Fred thought that it would be fair to allow each of the
outside directors, respectively, the opportunity to step down from the Board at
this time, a step which he also thought would reduce, rather than increase, the
outside directors' exposure to liability. However, Fred remains willing to have
any or all of you, Mark and Greg, respectively, continue to serve on the
Company's Board under the current arrangements if you wish to continue.
We would like to hear from each of you by this Thursday, March 9, 2000
so that we may still be able to finalize the Company's Information Statement and
hold the annual shareholder's meeting on May 3, 2000 as currently scheduled.
Should you have any questions, comments or wish to discuss this matter
further, please feel free to give me a call.
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
Ira J. Jaffe
cc: Gregory K. Jones (fax 773-272-4010)
Mark A. Timmerman (fax 312-368-9418)
Fred A. Erb (fax 941-598-5070)
John M. Erb (fax 248-644-7137)
Clifford L. Reynolds (fax 216-328-5134)
R. Scott Eynon (fax 216-328-5134)
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Exhibit 17.3
UBID.COM(TM)
WHERE YOU SET THE PRICE(TM)
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April 10, 20000
Stephen G. Schafer
Jaffe, Raitt, Heuer & Weiss
One Woodward Avenue
Suite 2400
Detroit, MI 48226
Dear Mr. Schafer:
Due to a variety of projects which I have undertaken and the growth of uBid,
Inc., I would like to resign from the Board of Directors of D.I.Y. Home
Warehouse, Inc. effective immediately.
Thank you for your assistance.
Sincerely,
/s/ Gregory K. Jones
Gregory K. Jones
CEO
uBid, Inc.
cc: Fred A. Erb
John M. Erb
Clifford L. Reynolds
John A. Shields
Mark A. Timmerman
Ira J. Jaffe
R. Scott Eynon
www.ubid.com
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773-272-5000-fax 773-272-4000 8550 west bryn mawr suite 200, chicago, il. 60631
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Exhibit 17.4
JOHN A. SHIELDS
2749 LANDON ROAD
SHAKER HEIGHTS, OHIO 44122
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TELEPHONE (216) 781-7493
FACSIMILE (216) 464-1684
April 13, 2000
Mr. Fred A. Erb
Chairman of the Board of Directors
DIY Home Warehouse, Inc.
44 East Long Lake Road
Bloomfield Hills, MI 48305
Dear Fred,
Based on Ira Jaffe's letter of February 28th, and our subsequent discussion, I
believe it is appropriate for me to resign immediately from the Board of
Directors of DIY Home Warehouse, Inc.
As we discussed, I also believe it is important for the public shareholders to
be represented by outside Board members, and encourage you to seek to fill the
vacated outside Board seats.
I have very much enjoyed our relationship during my tenure as a member of the
Board of Directors and wish all associated with DIY the best possible success.
Very truly yours,
/s/John A. Shields
John A. Shields
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Exhibit 17.5
WILLIAM BLAIR & COMPANY
LIMITED LIABILITY COMPANY
April 12, 2000
Mr. Stephen G. Schafer
Jaffe, Raitt, Heuer & Weiss
One Woodward Avenue
Suite 2400
Detroit, MI 48226
Dear Mr. Schafer:
Due to a variety of projects which I have recently undertaken at William Blair &
Company, I would like to resign from the Board of Directors of D.I.Y. Home
Warehouse, Inc. effective immediately.
Thank you for your assistance.
Sincerely,
/s/Mark A. Timmerman
Mark A. Timmerman
/bk
222 WEST ADAMS STREET CHICAGO, ILLINOIS 60606
312.236.1600
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Exhibit 99
[D.I.Y. HOME WAREHOUSE, INC. LOGO]
CONTACT: CLIFFORD L. REYNOLDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
D.I.Y. Home Warehouse, Inc.
5811 Canal Road Phone: 216 328 5100
Valley View, Ohio 44125 Fax: 216 328 5134
PRESS RELEASE
D.I.Y. HOME WAREHOUSE, INC. ANNOUNCES CHANGE IN
BOARD OF DIRECTORS
Cleveland, Ohio, April 17, 2000: D.I.Y. Home Warehouse, Inc. (the
"Company") (OTC-BB: DIYH) announced today that Gregory K. Jones, John A. Shields
and Mark A. Timmerman, all of the Company's outside directors, resigned as
directors of the Company. These directors resigned to pursue other opportunities
and not as a result of any disagreement with the Company. The remaining
directors do not intend to fill the vacancies on the board of directors created
by these resignations and do not intend to nominate candidates for election to
the board to fill the positions previously held by the resigning directors at
the Company's next annual meeting of shareholders.
D.I.Y. Home Warehouse, Inc. operates eleven warehouse format home
centers in the Northeast Ohio marketplace which sell products to do-it-yourself
home repair and remodeling customers and contractors.
The statements contained in this news release may include certain predictions
and projections that may be considered forward-looking statements under
securities law. These statements involve a number of important risks and
uncertainties that could cause actual results to differ materially including,
but not limited to, the performance of the retail and home improvement industry,
as well as other economic, competitive and technological factors involving the
Company's operations, markets, products and prices.
- - For Release April 17, 2000
