As filed with the Securities and Exchange Commission on September 24, 1996
Registration No. 333-8749
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEVITZ FURNITURE INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 23-2351830
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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6111 BROKEN SOUND PARKWAY, N.W., BOCA RATON, FL 33487-2799, (561) 994-6006
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
EDWARD P. ZIMMER, ESQ., SECRETARY
LEVITZ FURNITURE INCORPORATED
6111 BROKEN SOUND PARKWAY, N.W., BOCA RATON, FL 33487-2799, (561) 994-6006
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
ROBERT B. PINCUS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
P.O. BOX 636
WILMINGTON, DE 19899
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
September 25, 1996
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (as defined below), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. (X)
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
PROSPECTUS
283,972 SHARES
OF COMMON STOCK OF
LEVITZ FURNITURE INCORPORATED
This Prospectus relates to the common stock, par value $.01
per share ("Company Common Stock"), of Levitz Furniture
Incorporated, a Delaware corporation (the "Company"), to be
issued upon the exercise of certain warrants ("Warrants") of the
Company. The Warrants were issued by the Company in connection
with the Offer to Exchange and Consent Solicitation dated
February 22, 1996, as supplemented, of the Company and its wholly
owned subsidiary, Levitz Furniture Corporation, a Florida
corporation ("Levitz"), pursuant to which the Company and Levitz
issued (i) such Warrants and (ii) $91,549,000 aggregate principal
amount of 13 3/8 % Senior Notes due October 15, 1998 of Levitz (the
"New Notes"), in exchange for $91,549,000 aggregate principal
amount of outstanding 12 3/8 % Senior Notes due April 15, 1997 of
Levitz, guaranteed on a subordinated basis by the Company (the
"Old Notes"), and the solicitation of consents by the Company and
Levitz to certain amendments, as set forth in the Offer to
Exchange and Consent Solicitation, to the Indenture pursuant to
which the Old Notes were issued. The Warrants are exercisable
during the period commencing September 25, 1996 through March
25, 2001. Each Warrant will entitle the holder thereof to
acquire, at an exercise price per share equal to $3.89, one share
of Company Common Stock, subject to adjustment. In lieu of any
fractional shares, each holder of fractional warrants shall
receive an amount in cash. See "DESCRIPTION OF THE WARRANTS-
General."
The Company Common Stock is quoted on the New York Stock
Exchange under the symbol "LFI." On September 23, 1996,
the last reported sale price of the Company Common Stock on the
New York Stock Exchange was $3.875.
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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS
DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is September 24, 1996.
AVAILABLE INFORMATION
The Company is subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files periodic
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street (Suite 1400), Chicago, Illinois 60661. Copies of
all or part of such materials may also be obtained at prescribed
rates from the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the Commission maintains a
Web site at http:www.sec.gov. that contains reports, proxy
statements and other information. Such materials can also be
inspected at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement (which term shall encompass any amendments thereto) on
Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby
(the "Registration Statement"). This Prospectus, which
constitutes part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement,
certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the
Company and the securities offered by this Prospectus, reference
is made to the Registration Statement, including the exhibits
thereto, and the financial statements and notes thereto filed or
incorporated by reference as a part thereof, which are on file at
the offices of the Commission and may be obtained upon payment of
the fee prescribed by the Commission, or may be examined without
charge at the offices of the Commission. Statements made in this
Prospectus concerning the contents of any document referred to
herein are not necessarily complete, and, in each such instance,
are qualified in all respects by reference to the applicable
documents filed with the Commission. The Registration Statement
and the exhibits thereto filed by the Company with the Commission
may be inspected and copied at the locations described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act (Commission File No. 1-
12046) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended March 31,
1996;
(b) Proxy Statement relating to the Company's 1996 Annual
Meeting of Stockholders;
(c) Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996; and
(d) The description of the Company Common Stock, contained
in the Company's Registration Statement on Form 8-A,
which became effective on July 1, 1993, including any
amendment or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the filing of a post-
effective amendment that indicates the termination of this
offering shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such
documents.
Any statements contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge to each person to
whom this Prospectus has been delivered, a copy of any or all of
the documents referred to above that have been or may be
incorporated by reference herein other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference therein). Requests for such copies should be directed
to Levitz Furniture Incorporated, 6111 Broken Sound Parkway,
N.W., Boca Raton, Florida 33487-2799, Attention: Edward P.
Zimmer, Secretary. Telephone requests may be directed to the
Secretary at (561) 994-6006.
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE
CERTAIN FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO
THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF
THE COMPANY, INCLUDING, WITHOUT LIMITATION, STATEMENTS UNDER THE
CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" IN THE COMPANY'S ANNUAL AND
QUARTERLY REPORTS. THESE FORWARD LOOKING STATEMENTS INVOLVE
CERTAIN RISKS AND UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN THAT
ANY OF SUCH MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE
FOLLOWING POSSIBILITIES: (1) COMPETITIVE PRESSURE IN THE HOME
FURNISHINGS INDUSTRY INCREASES SIGNIFICANTLY; (2) THE COMPANY IS
UNABLE TO SUCCESSFULLY IMPLEMENT ITS NEW LONG-TERM STRATEGIC
INITIATIVES AND CONTINUE ITS COST REDUCTION PROGRAMS AND THEREBY
REVERSE ITS RECENT OPERATING LOSSES; (3) THE COMPANY'S
SUBSTANTIAL DEGREE OF LEVERAGE HINDERS ITS ABILITY TO OBTAIN
ADDITIONAL FINANCING, REDUCES FUNDS AVAILABLE FOR OPERATIONS OR
HINDERS ITS ABILITY TO ADJUST RAPIDLY TO CHANGING MARKET
CONDITIONS; AND (4) GENERAL ECONOMIC CONDITIONS ARE LESS
FAVORABLE THAN EXPECTED. FURTHER INFORMATION ON OTHER FACTORS
THAT COULD AFFECT THE FINANCIAL RESULTS OF THE COMPANY AND SUCH
FORWARD LOOKING STATEMENTS IS INCLUDED IN THE SECTION HEREIN
ENTITLED "RISK FACTORS."
RISK FACTORS
Prospective purchasers of Company Common Stock should
consider carefully the information set forth or incorporated by
reference in this Prospectus and, in particular, should evaluate
the following risks in connection with an investment in the
Company Common Stock being offered hereby. References herein to a
particular Fiscal Year refer to the twelve-month period ended
March 31 of the referenced year.
HOLDING COMPANY STRUCTURE
The Company is a holding company whose operations are
conducted through Levitz. Thus, the ability of the Company to
make distributions and other payments on Company Common Stock,
and the value of Company Common Stock in the marketplace, is
dependent on Levitz's ability to pay dividends to the Company in
sufficient amounts. The Company's ability to obtain dividends
from Levitz is restricted by the Senior Secured Facilities (as
defined below), the indentures relating to Levitz's outstanding
indebtedness and Florida law.
COMPETITION
The home furnishings industry is a highly competitive and
fragmented market with sales estimated at over $47.7 billion in
1995. According to a leading industry publication, the nation's
100 largest furniture retailers accounted for approximately 25%
of all furniture sales in the United States in 1995. According
to the same publication, in 1995, Levitz represented 2.1% of
total domestic furniture sales and was the largest specialty
retailer of furniture in the United States.
Levitz's competition varies significantly according to
geographic areas. Levitz's principal competitors consist of
local independent specialty furniture retailers. Levitz also
competes with regional specialty furniture retailers, general
merchandisers and, in certain limited categories, wholesale
clubs. Levitz believes that its regional diversification gives
it a significant advantage over other competitors. Levitz's name
is widely recognized by furniture consumers. In the future,
Levitz may have increasing competition from other major retail
operations, some of which may have greater financial and other
resources than Levitz and may derive revenues from sales of
products other than household furnishings.
RECENT OPERATING LOSSES AND SALES DECLINES
The Company had a net loss of approximately $14.3 million in
Fiscal 1994, net income of approximately $2.4 million in Fiscal
1995, and a net loss of approximately $23.8 million in Fiscal
1996. Furthermore, Levitz had net income of approximately $18.0
million and $3.2 million in Fiscal 1994 and 1995, respectively,
and a net loss of approximately $22.3 million in Fiscal 1996.
Comparable store sales for Levitz for Fiscal 1995 and 1996
declined 2.3% and 9.6%, respectively. Comparable store sales in
the first quarter of Fiscal 1997 have declined 5.7% from the
comparable period in Fiscal 1996 and the Company reported a net
loss of $13.0 million for the first quarter of Fiscal 1997, as
compared to a net loss of $5.5 million for the first quarter of
Fiscal 1996. The net loss of $13.0 million for the first quarter
of Fiscal 1997 includes an after-tax extraordinary loss of $2.0
million on the write-off of deferred financing fees related to the
termination of the previous bank credit agreement and an after-tax
charge of $5.4 million for store closings. Levitz believes that
these losses and sales declines resulted in part from the general
decline in retail sales of furniture in the United States, an overall
weakening of the domestic economy, specifically in California (where
25% of Levitz's stores are located), and the resulting downward
pressure on selling prices. Levitz's ability to reverse its recent
operating losses will be affected by certain economic factors,
specifically consumer spending, but is primarily dependent upon
management's ability to successfully implement its new long-term
strategic initiatives and continue its cost reduction programs.
There can be no assurance, however, that Levitz's management will be
able to successfully implement such initiatives and programs.
LIQUIDITY, LEVERAGE AND ABILITY TO SERVICE DEBT
The Company has a high degree of leverage. At March 31,
1996, the outstanding amount of indebtedness including
capitalized lease obligations of the Company was approximately
$436.2 million, or approximately 119% of its total
capitalization. At March 31, 1996, the Company had a negative
net worth of $67.7 million. Furthermore, at March 31, 1996, the
outstanding amount of indebtedness (other than trade payables and
taxes) of Levitz was approximately $341.7 million, or
approximately 128% of its total capitalization. In addition, at
March 31, 1996, Levitz had outstanding approximately $87.8
million of capitalized lease obligations and a negative net worth
of approximately $71.7 million.
On July 1, 1996, Levitz and certain of its wholly owned
subsidiaries entered into new senior secured credit facilities
providing for up to $190.0 million of available credit
(collectively, the "Senior Secured Facilities") and repaid the
entire outstanding balance of $125.9 million under its previous
credit agreement. The previous credit agreement has been
terminated. The Senior Secured Facilities are secured by
substantially all of the assets of Levitz and its subsidiaries
and are comprised of the Tranche A Facility (the "Tranche A
Facility") providing for up to $150.0 million and the Tranche B
Facility providing for up to $40.0 million.
As of September 16, 1996, Levitz had $28.5 million of
available credit under the Tranche A Facility and the borrowing
base limitation is in excess of the maximum permitted borrowings
under the terms of the Tranche A Facility. The Senior Secured
Facilities require the Company to achieve an interest coverage
ratio beginning December 31, 1996 and quarterly thereafter. It
also contains limitations on capital expenditures, additional
indebtedness, incurrence of liens, sales of assets, payment of
dividends and investments and other restrictions. There can be
no assurance, however, that future financial results that comply
with the restrictive covenants and financial tests in the Senior
Secured Facilities will be achieved, and Levitz's inability to
satisfy these covenants, if not waived by its lenders, could
result in a default under the Senior Secured Facilities. In the
event of such a default, the lenders could elect to declare all
amounts borrowed, together with accrued and unpaid interest, due
and payable. If Levitz were unable to pay such amounts, the
lenders could proceed against any collateral securing obligations
due to them. There can be no assurance, however, that the assets
of Levitz would be sufficient to repay in full such senior
indebtedness and other indebtedness of Levitz.
RETAIL FURNITURE INDUSTRY
The retail furniture industry historically has been highly
cyclical and directly affected by, among other things, housing
starts, existing home sales, consumer confidence and general
economic conditions. Furniture purchases are generally
discretionary, and, in view of the fact that they represent a
significant expenditure to the average consumer, are often
deferred during times of economic uncertainty. There can be no
assurance, however, that as economic conditions improve, Levitz's
operations will become more profitable.
POSSIBLE VOLATILITY OF PRICE OF COMPANY COMMON STOCK
The market price of shares of Company Common Stock may be
highly volatile. Factors such as announcements of fluctuations
in Levitz's or its competitors' operating results and market
conditions for retail furniture industry stocks in general could
have a significant impact on the future price of shares of
Company Common Stock. There can be no assurance, however, that
an active trading market for Company Common Stock will be
sustained, or that the future market price of Company Common
Stock will exceed the exercise price of the Warrants.
THE COMPANY
BACKGROUND
The Company was incorporated in Delaware in 1984 under the
name LFC Holding Corporation for the purpose of acquiring Levitz.
The Company changed its name to Levitz Furniture Incorporated in
1993. The Company's only material asset is the common stock of
Levitz, and it conducts no business other than holding the common
stock of Levitz. The principal executive offices of the Company
are located at 6111 Broken Sound Parkway, N.W., Boca Raton,
Florida 33487-2799, and its telephone number is (561) 994-6006.
Levitz was organized in 1965 as a Florida corporation, is
the successor to a business originally commenced in 1910 and was
acquired by the Company in 1985. Levitz is the largest specialty
retailer of furniture in the United States with, as of September
15, 1996, a chain of 68 warehouse-showrooms and 66 satellite
stores located in major metropolitan areas in 26 states. Five of
these satellite stores are scheduled to close in November 1996.
Levitz pioneered the warehouse-showroom concept by opening the
first warehouse-showroom in 1963 in Allentown, Pennsylvania.
Today, Levitz stores serve customers in 22 of the largest 25
metropolitan statistical areas and in Fiscal 1996 generated
revenues of over $986.6 million. Management believes the Levitz
name to be one of the most recognized in furniture retailing.
In June 1994, Levitz acquired the John M. Smyth Company, an
Illinois corporation ("JMS"). JMS operates a chain of three
warehouse-showrooms and three satellite stores in the Chicago,
Illinois market under the trade name, John M. Smyth Homemakers.
JMS' facilities contain a total of approximately 930,000 square
feet, including approximately 360,000 square feet of selling
space. These stores are substantially similar to Levitz stores
with the exception that the JMS stores carry a broader selection
of higher-priced merchandise. Accordingly, references to Levitz
in this report will include the JMS stores unless stated to the
contrary.
Levitz stores offer a wide selection primarily of brand-name
furniture and accessories, including living room, bedroom, dining
room, kitchen and occasional furniture and bedding. Some of the
well-known, nationally advertised brands offered by Levitz
stores include Ashley, Bassett, Benchcraft, Berkline, Broyhill,
Douglas, Flexsteel, Lane, Lea Industries, Lexington, Rowe, Serta,
Simmons, Stanley, Stratford, Thomasville and Universal. Levitz
does not manufacture any of the merchandise sold in its stores,
but instead devotes all of its resources to the retail sale of
furniture.
DESCRIPTION OF THE WARRANTS
The Warrants were issued under a Warrant Agreement (the
"Warrant Agreement") by and between the Company, as issuer, and
American Stock Transfer & Trust Company, as warrant agent (the
"Warrant Agent"). The terms of the Warrants include those stated
in the Warrant Agreement and the Warrant Certificate attached
thereto (the "Warrant Certificate"), and holders of the Warrants
are referred to the Warrant Agreement and the Warrant Certificate
for a statement of them. The statements made herein relating to
the Warrants and the Warrant Agreement are summaries and do not
purport to be complete. Such summaries are qualified in their
entirety by express reference to the proposed form of Warrant
Agreement (including the Warrant Certificate), a copy of which
may be obtained by contacting the Company.
GENERAL
The Warrants are exercisable at any time on or after
September 25, 1996 prior to their expiration on March 25, 2001,
at an exercise price per share of Company Common Stock to be
acquired equal to $3.89. Upon exercise, each Warrant entitles
the holder to receive one share of Company Common Stock. No
certificates or scrip representing fractional shares of Company
Common Stock shall be issued upon the exercise of fractional
Warrants. In lieu of any such fractional share, each holder of
fractional Warrants who exercises such fractional Warrants shall
be issued an amount in cash (without interest) rounded to the
nearest whole cent, determined by multiplying (i) the per share
closing price on the NYSE of the Company Common Stock (as
reported in the NYSE Composite Transactions) on the date of
exercise (or, if the Company Common Stock shall not trade on the
NYSE on such date, the first day of trading in the Company Common
Stock on the NYSE thereafter) by (ii) the fractional share to
which such holder would otherwise be entitled.
The Warrants may be exercised by surrendering to the Warrant
Agent the Warrant Certificates evidencing such Warrants, with the
accompanying form of election to purchase properly completed and
executed. Upon surrender of the Warrant Certificates, the
Warrant Agent shall deliver or cause to be delivered, to or upon
the written order of such holder, certificates representing the
shares of Company Common Stock to which such holder is entitled.
Certificates for Warrants shall be issued in registered form
only, and no service charge shall be made for registration of
transfer or exchange upon surrender of any Warrant Certificate at
the office of the Warrant Agent maintained for that purpose. The
Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Warrant
Certificates.
ANTI-DILUTION ADJUSTMENTS
In the event that the Company effects a dividend or other
distribution (whether in the form of cash, capital stock of the
Company or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, spin-
off, combination, repurchase or share exchange, or other similar
corporate transaction or event that affects the Company Common
Stock such that an adjustment is appropriate to prevent dilution
of the rights of holders of Warrants, the Company shall make
equitable changes or adjustments as it deems necessary or
appropriate to any or all of (i) the number and kind of shares of
capital stock that may be issued or issuable pursuant to the
Warrants, and (ii) the exercise price relating to the shares of
Company Common Stock underlying the Warrants.
AMENDMENT
From time to time, the Company and the Warrant Agent,
without the consent of the holders of the Warrants, may amend or
supplement the Warrant Agreement for certain purposes, including
curing defects or inconsistencies or making any change that does
not materially adversely affect the rights of any holder. Any
amendment or supplement to the Warrant Agreement that has a
material adverse effect on the interests of holders shall require
the written consent of registered holders of a majority of the
then outstanding Warrants. The consent of each holder of a
Warrant affected shall be required for any amendment pursuant to
which an exercise price could be imposed or the number of shares
of Company Common Stock which could be acquired upon exercise of
Warrants would be decreased.
OTHER MATTERS
In accordance with the Warrant Agreement, the Warrant
Certificates may be exchanged for new Warrant Certificates of
different denominations, and the Warrants may be transferred and
exercised, in whole or in part, by presenting them at the office
of the Warrant Agent.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
60,000,000 shares of Company Common Stock, 3,700,000 shares of
nonvoting common stock, par value $.01 per share ("Nonvoting
Company Common Stock"), and 2,500,000 shares of preferred stock,
par value $1.00 per share ("Preferred Stock"). As of September
15, 1996, 26,046,966 shares of Company Common Stock were issued
and outstanding. As of September 15, 1996, 3,573,662 shares of
Nonvoting Company Common Stock were issued and outstanding. In
addition, an aggregate of 700,000 shares of Company Common Stock
have been granted but not yet issued to certain officers of the
Company pursuant to restricted stock awards. No shares of
Preferred Stock are issued and outstanding.
COMPANY COMMON STOCK
Voting Rights. Each holder of shares of Company Common
Stock is entitled to one vote per share on all matters to be
voted on by stockholders.
Dividend Rights. The holders of Company Common Stock are
entitled to dividends and other distributions if, as and when
declared by the Board of Directors out of assets legally
available therefor, subject to the rights of any holder of
Preferred Stock outstanding, restrictions set forth in indentures
relating to the New Notes and the 9-5/8% Notes due 2003 of
Levitz, the Senior Secured Facilities and the restrictions, if
any, imposed by other indebtedness outstanding from time to time.
Other Rights. Upon the voluntary or involuntary
liquidation, dissolution, distribution of assets or other winding
up of the Company, the holders of shares of Company Common Stock
are entitled to share pro rata in the distribution of all of the
Company's assets remaining available for distribution after
satisfaction of all of its liabilities and the payment of the
liquidation preference of any outstanding Preferred Stock. The
holders of Company Common Stock have no preemptive or other
subscription rights to purchase shares of stock of the Company,
nor are they entitled to the benefits of any sinking fund
provisions.
Listing; Transfer Agent and Registrar. The Company Common
Stock is listed on the NYSE under the symbol "LFI." The transfer
agent and registrar for the Company Common Stock is American
Stock Transfer & Trust Co.
NONVOTING COMPANY COMMON STOCK
The Nonvoting Company Common Stock is identical to the
Company Common Stock except with respect to voting and conversion
rights. The holders of Nonvoting Company Common Stock have no
right to vote. Each record holder of Nonvoting Company Common
Stock is entitled at its option to convert any or all of such
shares into the same number of shares of Company Common Stock,
provided that such conversion would not result in such holder and
its affiliates directly or indirectly owning, controlling or
having the power to vote a greater quantity of securities of any
kind of the Company than such holder and its affiliates are
permitted to own, control or have power to vote under applicable
laws and regulations. The Nonvoting Company Common Stock is
intended to meet the needs of certain stockholders who are
subject to limitations under the Bank Holding Company Act of 1956
on their ability to hold more than five percent of the voting
stock of the Company.
PREFERRED STOCK
The Company's Restated Certificate of Incorporation (the
"Certificate") authorizes the Company's Board of Directors to
provide for the issuance of preferred stock in series and to
establish the number of shares to be included in each such series
and to fix the designations, powers, preferences and rights of
the shares of each such series and any qualifications,
limitations or restrictions thereof. Because the Board of
Directors has the power to establish the preferences and rights
of the shares of any such series of preferred stock, it may
afford the holders of any Preferred Stock preferences, powers and
rights (including voting rights) senior to the rights of the
holders of Company Common Stock, which could adversely affect the
rights of the holders of Company Common Stock.
CERTAIN PROVISIONS OF CERTIFICATE AND BY-LAWS
The Company's Certificate and By-Laws, Section 203 of the
Delaware General Corporation Law (the "DGCL") and the Company's
Stockholder Rights Plan contain certain provisions that may make
the acquisition of control of the Company by means of a tender
offer, open market purchase, a proxy fight or otherwise more
difficult.
Business Combinations. Section 203 of the DGCL prohibits a
publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of
three years after the time the person became an interested
stockholder, unless, upon consummation of such transaction, the
interested stockholder owned 85% of the voting stock of the
corporation outstanding at the time the transaction commenced or
unless the business combination is, or the transaction in which
such person became an interested stockholder was, approved in a
prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial
benefit to the interested stockholder. An "interested
stockholder" is a person who, together with affiliates and
associates, owns (or, in the case of affiliates and associates of
the issuer, did own within the last three years) 15% or more of
the corporation's voting stock, subject to certain exceptions.
Classified Board of Directors and Related Provisions. The
Certificate provides that the Board of Directors shall be divided
into three classes of directors serving staggered three-year
terms. As a result, approximately one-third of the Company's
Board of Directors will be elected each year. The classified
board provision will prevent a party who acquires control of a
majority of the outstanding voting stock of the Company from
obtaining control of the Board of Directors until the second
annual stockholders meeting following the date the acquiror
obtains the controlling interest. The Certificate provides that
the number of directors will be no greater than eleven and no
less than three. The Certificate further provides that directors
may be removed only for cause. This provision, in conjunction
with the provisions of the Certificate authorizing the Board of
Directors to fill vacant directorships, prevents stockholders
from removing incumbent directors without cause and filling the
resulting vacancies with their own nominees.
No Stockholder Action by Written Consent; Special Meetings.
The Certificate provides that stockholder action can be taken
only at an annual or special meeting of stockholders and cannot
be taken by written consent in lieu of a meeting. The By-Laws
provide that except as otherwise required by law, special
meetings of the stockholders may be called by the Chairman of the
Board of Directors or the President or by either officer at the
request in writing of a majority of the Board of Directors. Any
call for a special meeting must specify the purpose of the
proposed meeting.
Indemnification. The Certificate provides that the Company
shall advance expenses to and indemnify each director and officer
of the Company to the fullest extent permitted by law.
Stockholder Proposals. The By-Laws provide that if a
stockholder desires to submit a proposal or nominate persons for
election as directors at an annual stockholders meeting, the
stockholder must submit written notice to the Company not less
than 60 nor more than 90 days prior to the date of the meeting,
or, if notice of the meeting is given to stockholders less than
70 days from the date of the meeting, within 10 days following
the day such notice of the meeting was sent or given to
stockholders by the Company. Notices of stockholder proposals
must set forth the reasons for conducting such business at the
annual meeting. Director nomination notices must set forth the
name, age and address of the nominee, arrangements between the
stockholder and the nominee and such other information as would
be required under Regulation 14A of the Exchange Act. The
Chairman of the meeting may refuse to acknowledge a proposal or
nomination not made in compliance with the procedures contained
in the By-Laws. The advance notice requirements regulating
stockholder nominations and proposals may have the effect of
precluding a contest for the election of directors or the
introduction of a stockholder proposal if the requisite
procedures are not followed. They may also discourage or deter a
third party from conducting a solicitation of proxies to elect
its own slate of directors or to introduce a proposal. As a
result, the By-Laws may discourage or deter a third party from
conducting a solicitation of proxies to request the Board of
Directors to take certain actions.
STOCKHOLDER RIGHTS PLAN
Each share of Company Common Stock (for purposes of this
discussion of the Stockholder Rights Plan, references to Company
Common Stock include all shares of Nonvoting Company Common
Stock) includes one right ("Right") to purchase from the Company
a unit consisting of one one-hundredth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value $1.00
per share (the "Series A Preferred Stock"), at a purchase price
of $50.00 per Unit, subject to adjustment in certain events (the
"Purchase Price"). The following summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement between the Company
and the rights agent named therein (the "Rights Agreement"),
which is incorporated herein by reference.
The Rights are attached to all certificates representing
outstanding shares of Company Common Stock, including shares of
Company Common Stock issued upon exercise of the Warrants.
Rights separate from the Company Common Stock and a Distribution
Date (as defined in the Rights Agreement) will occur upon the
earlier of (i) ten days following a public announcement that a
person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding
shares of Company Common Stock, other than a person who owned
more than 15% of the Company Common Stock prior to July 12, 1993
(the date of the announcement being the "Stock Acquisition
Date"), or (ii) ten business days (or such later date as may be
determined by the Company's Board of Directors before a
Distribution Date occurs) following the commencement of a tender
offer or exchange offer that would result in a person becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights
are evidenced by the Company Common Stock certificates and will
be transferred with and only with such certificates, (ii) Company
Common Stock certificates contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Company Common Stock also
constitutes the transfer of the Rights associated with the stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on July 12, 2003, unless
earlier redeemed or exchanged by the Company, as described below.
As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of Company
Common Stock as of the close of business on the Distribution Date
and, from and after the Distribution Date, the separate Rights
certificates alone will represent the Rights.
In the event (a "Flip-In Event") that a person becomes an
Acquiring Person (except pursuant to a tender or exchange offer
for all outstanding shares of Company Common Stock at a price and
on terms which a majority of independent directors determines to
be fair to and otherwise in the best interests of the Company and
its stockholders (a "Fair Offer")), each holder of a Right will
thereafter have the right to receive, upon exercise of such
Right, a number of shares of Company Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
having a Current Market Price (as defined in the Rights
Agreement) equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any
Flip-In Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person (or by certain related
parties) will be null and void in the circumstances set forth in
the Rights Agreement. However, Rights will not be exercisable
following the occurrence of any Flip-In Event until such time as
the Rights are no longer redeemable by the Company, as set forth
below.
In the event (a "Flip-Over Event") that, at any time on or
after the Stock Acquisition Date, (i) the Company is acquired in
a merger or other business combination transaction (other than
certain mergers that follow a Fair Offer), or (ii) 50% or more of
the Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two
times the exercise price of the Right. Flip-In Events and Flip-
Over Events are collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units of
Series A Preferred Stock or other securities or property
issuable, upon exercise of the Rights, are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification
of, the Series A Preferred Stock, (ii) if holders of the Series A
Preferred Stock are granted rights or warrants to subscribe for
Series A Preferred Stock or certain convertible securities at
less than the current market price of the Series A Preferred
Stock, or (iii) upon the distribution to holders of the Series A
Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional Units will be issued
and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Series A Preferred Stock on the last
trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right, payable, at the option of the
Company, in cash, shares of Company Common Stock or such other
consideration as the Board of Directors of the Company may
determine. After the redemption period has expired, the
Company's right of redemption may be reinstated prior to the
occurrence of any Triggering Event if (i) an Acquiring Person
reduces its beneficial ownership to 10% or less of the
outstanding shares of Company Common Stock in a transaction or
series of transactions not involving the Company and (ii) there
are no other Acquiring Persons. Immediately upon the
effectiveness of the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive a $.01 per
Right redemption price.
At any time after the occurrence of a Flip-In Event and
prior to a person becoming the beneficial owner of 50% or more of
the shares of Company Common Stock then outstanding, the Company
may, at its option, exchange the Rights (other than Rights owned
by an Acquiring Person or an affiliate or an associate of an
Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Company Common Stock
(and/or other equity securities deemed to have the same value as
one share of Company Common Stock) per Right, subject to
adjustment.
Other than certain provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. Thereafter, the provisions of
the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, to make
changes that do not materially adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at
such time as the Rights are not redeemable. Until a Right is
exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights Agreement has certain anti-takeover effects. The
Rights Agreement causes substantial dilution of beneficial
ownership of Company Common Stock to any person or group that
attempts to acquire the Company without the approval of the
Company's Board of Directors. As a result, the overall effect of
the Rights Agreement may be to render more difficult or
discourage any attempt to acquire the Company even if such
acquisition may be favorable to the interests of the Company's
stockholders. Because the Company's Board of Directors can
redeem the Rights or approve a Fair Offer, the Rights Agreement
should not interfere with a merger or other business combination
approved by the Board of Directors of the Company.
LIMITATIONS ON LIABILITY OF DIRECTORS
The Company's Certificate provides that a director of the
Company shall not be personally liable to it or its stockholders
for monetary damages to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL currently provides that a
director's liability for breach of fiduciary duty to a
corporation or its stockholders may be eliminated or limited
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under the
Delaware statutory provision making directors personally liable
for unlawful payment of dividends or unlawful stock purchases or
redemptions, and (iv) for any transaction from which the director
derived an improper personal benefit. This provision offers
persons who serve on the board of directors of a Delaware
corporation protection against awards of monetary damages for
negligence in the performance of their duties. It does not
affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his
duty of care. Any amendment to this provision of the DGCL will
automatically be incorporated by reference in the Company's
Certificate without any vote on the part of the Company's
stockholders, unless otherwise required.
DETERMINATION OF OFFERING PRICE
The exercise price of the Warrants, $3.89 per share, equals
the average closing price of the Company Common Stock on the NYSE
over a randomly selected 10-day trading period within the 20-day
trading period immediately prior to the issuance of the Warrants
on March 25, 1996.
USE OF PROCEEDS
The Company will receive all of the net proceeds from the
sale of shares of Company Common Stock offered hereby. The
Company intends to use the proceeds for general corporate
purposes.
PLAN OF DISTRIBUTION
The shares of Company Common Stock are issuable from time to
time upon the exercise of Warrants by the holders thereof. Upon
surrender by a holder of such holder's Warrant Certificate, the
Warrant Agent shall deliver or cause to be delivered, to or upon
the written order of such holder, certificates representing the
shares of Company Common Stock to which such holder is entitled.
LEGAL MATTERS
The validity of the Company Common Stock issuable upon
exercise of the Warrants will be passed upon for the Company by
Skadden, Arps, Slate, Meagher & Flom, Wilmington, Delaware.
EXPERTS
The consolidated financial statements and schedule
incorporated by reference in this Prospectus of Levitz Furniture
Incorporated have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.
NO DEALER, SALESPERSON OR
OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE BY THIS
PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY LEVITZ FURNITURE
INCORPORATED OR ANY OF ITS
AGENTS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY OF THE
SECURITIES OFFERED HEREBY IN
ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER 283,972 Shares
SHALL, UNDER ANY CIRCUMSTANCES, of
CREATE AN IMPLICATION THAT Common Stock of
THERE HAS NOT BEEN ANY CHANGE
IN THE FACTS SET FORTH IN THIS LEVITZ FURNITURE
PROSPECTUS OR IN THE AFFAIRS INCORPORATED
OF LEVITZ FURNITURE INCORPORATED
SINCE THE DATE HEREOF.
-------------------
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . 2 ------------------------
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE. 2
------------------------
RISK FACTORS . . . . . . 4
Prospectus
THE COMPANY . . . . . . . 7
------------------------
DESCRIPTION OF THE
WARRANTS . . . . . . . 8
DESCRIPTION OF CAPITAL
STOCK . . . . . . . . 10
DETERMINATION OF OFFERING
PRICE . . . . . . . . . 15
USE OF PROCEEDS . . . . . 15
PLAN OF DISTRIBUTION . . 15
LEGAL MATTERS . . . . . . 15
EXPERTS . . . . . . . . . 15
==================================
==============================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses (other than the SEC filing fee) are
estimated.
SEC registration . . . . . . . . . . . $ 465
Printing and engraving expenses . . . . 3,000
Legal fees and expenses . . . . . . . . 10,000
Accounting fees and expenses . . . . . 3,000
NYSE Listing Fees . . . . . . . . . . . 1,500
Miscellaneous . . . . . . . . . . . . . 1,035
------------
Total . . . . . . . . . . . . . $ 19,000
============
ITEM 15. INDEMNIFICATION OF DIRECTOR AND OFFICERS.
The Restated Certificate of Incorporation of the Company
(the "Certificate") provides that the Company shall advance
expenses to and indemnify each director and officer of the
Company to the fullest extent permitted by law.
The Company's Certificate also provides that a director of
the Company shall not be personally liable to it or its
stockholders for monetary damages to the fullest extent permitted
by the Delaware General Corporation Law (the "DGCL"). Section
102(b)(7) of the DGCL currently provides that a director's
liability for breach of fiduciary duty to a corporation or its
stockholders may be eliminated or limited except for liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory
provision making directors personally liable for unlawful payment
of dividends or unlawful stock purchases or redemptions, and (iv)
for any transaction from which the director derived an improper
personal benefit. This provision offers persons who serve on the
board of directors of a Delaware corporation protection against
awards of monetary damages for negligence in the performance of
their duties. It does not affect the availability of equitable
remedies such as an injunction or rescission based upon a
director's breach of his duty of care. Any amendment to this
provision of the DGCL will automatically be incorporated by
reference in the Company's Certificate, without any vote on the
part of the Company's stockholders, unless otherwise required.
ITEM 16. EXHIBITS.
The Exhibits listed in the following Exhibit Index are filed
as part of the Registration Statement:
EXHIBIT NUMBER DESCRIPTION
4(a) Form of Stockholder Rights Plan,
including exhibits.*
5(a) Opinion of Skadden, Arps, Slate,
Meagher & Flom.
10(a) Warrant Agreement, dated as of
March 25, 1996, by and between the
Company and American Stock Transfer &
Trust Company, as agent.**
10(b) Form of Warrant, dated March 25,
1996 (included as Exhibit A to
Exhibit 10(a)).**
23(a) Consent of Skadden, Arps,
Slate, Meagher & Flom
(included in Exhibit 5(a)).
23(b) Consent of Arthur Andersen LLP.
24(a) Powers of Attorney.***
__________________
* Incorporated by reference from the Company's and
Levitz's Registration Statement Nos. 33-61534 and
33-61534-01 on Form S-1 filed April 23, 1993.
** Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1996.
*** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrar pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from the registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3
and has duly caused this Amendment No. 1 to this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boca Raton, State of
Florida, on September 24, 1996.
LEVITZ FURNITURE INCORPORATED
By:/s/ EDWARD P. ZIMMER
Edward P. Zimmer, Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to this Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated below:
SIGNATURE TITLE DATE
/s/_________*_________ Chairman of the Board September 23, 1996
Michael Bozic and Chief Executive
Officer
/s/__________*_________ Vice President and September 23, 1996
Patrick J. Nolan Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/__________*__________ Director September 23, 1996
Richard M. Cashin
/s/___________*__________ Director September 23, 1996
Robert M. Harrell
/s/___________*__________ Director September 23, 1996
Bruce C. Leadbetter
/s/___________*__________ Director September 23, 1996
Kenneth D. Moelis
/s/___________*__________ Director September 23, 1996
Henry B. Reiling
/s/___________*__________ Director September 23, 1996
Wayne W. Wright
*By Power of Attorney
/s/ Edward P. Zimmer September 23, 1996
--------------------------
Edward P. Zimmer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4(a) Form of Stockholder Rights Plan,
including exhibits.*
5(a) Opinion of Skadden, Arps, Slate,
Meagher & Flom.
10(a) Warrant Agreement, dated as of
March 25, 1996, by and between the
Company and American Stock Transfer &
Trust Company, as agent.**
10(b) Form of Warrant, dated March 25,
1996 (included as Exhibit A to
Exhibit 10(a)).**
23(a) Consent of Skadden, Arps,
Slate, Meagher & Flom
(included in Exhibit 5(a)).
23(b) Consent of Arthur Andersen LLP.
24(a) Powers of Attorney.***
__________________
* Incorporated by reference from the Company's and
Levitz's Registration Statement Nos. 33-61534 and
33-61534-01 on Form S-1 filed April 23, 1993.
** Incorporated by reference from the Company's
Annual Report on Form 10-K for the fiscal year
ended March 31, 1996.
*** Previously filed.
EXHIBIT 5(a)
September 24, 1996
Levitz Furniture Incorporated
6111 Broken Sound Parkway, N.W.
Boca Raton, Florida 33487-2799
Re: Registration Statement on Form S-3 of
Levitz Furniture Incorporated
Dear Ladies and Gentlemen:
We have acted as special counsel to Levitz
Furniture Incorporated, a Delaware corporation (the
"Company"), in connection with the preparation of a
Registration Statement on Form S-3 (Registration No. 333-
8749) of the Company (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commis-
sion") under the Securities Act of 1933, as amended (the
"Securities Act"), on July 25, 1996 and Amendment No. 1
thereto, filed with the Commission on September 24, 1996
(such Registration Statement, as so amended, being here-
inafter referred to as the "Registration Statement").
The Registration Statement relates to the registra-
tion by the Company under the Securities Act of 283,972
shares (the "Warrant Shares") of common stock, par value
$.01 per share ("Common Stock"), of the Company to be issued
upon exercise of certain warrants (the "Warrants") of the
Company in accordance with the terms of the Warrant Agreement,
dated as of March 25, 1996, between the Company, as issuer and
American Stock Transfer & Trust Company, as agent (the
"Warrant Agreement").
This opinion is being furnished to you in
accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
In connection with this opinion, we have exam-
ined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such
documents as we have deemed necessary or appropriate as a
basis for the opinions set forth herein, including,
without limitation, (i) the Registration Statement (to-
gether with the form of preliminary prospectus forming a
part thereof); (ii) the executed Warrant Agreement,
including the form of warrant certificate contained
therein (the "Warrant Certificate"); (iii) the Restated
Certificate of Incorporation of the Company (the "Certif-
icate"); (iv) the By-laws of the Company; (v) a specimen
certificate for the common stock; and (vi) resolu-
tions of the Board of Directors of the Company relating
to the transactions contemplated by the Registration
Statement.
In our examination, we have assumed the genu-
ineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to
us as originals, the conformity of all documents submit-
ted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such documents.
In making our examination of documents executed by par-
ties other than the Company, we have assumed that such
parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also
assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such
parties of such documents and the validity, binding
effect and enforceability thereof. As to any facts
material to the opinions expressed herein that we did not
independently establish or verify, we have relied upon
statements and representations of officers and other
representatives of the Company and others.
Members of this Firm are admitted to the Bar of
the State of Delaware and we express no opinion as to the
laws of any other jurisdiction.
Based upon and subject to the foregoing, and to
the limitations, qualifications, exceptions and assump-
tions set forth herein, we are of the opinion that the
issuance and sale of the Warrant Shares have been duly
authorized by all requisite corporate action on the part
of the Company and when the Warrant Shares are issued,
(in conformity with the specimen examined by us) delivered
and paid for in accordance with the terms of the Warrant
Agreement and the Warrant Certificate, the Warrant Shares
will be validly issued, fully paid and nonassessable shares
of Common Stock.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference
to us under the caption "Experts" in the prospectus filed as
part of the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission promulgat-
ed thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated July 1, 1996 included in the Levitz Furniture
Incorporated's Form 10-K for the year ended March 31, 1996 and to
all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Philadelphia, Pa.
September 23, 1996
