KIDS MART INC
8-K, 1997-07-24
RETAIL STORES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) JULY 22, 1997



                                 KIDS MART, INC.
             (Exact name of registrant as specified in its charter)



           FLORIDA                     0-21910                65-0406710
(State or other jurisdiction         (Commission            (I.R.S. Employer
    of incorporation)                 File Number)          Identification No.)


                             C/O DONALD S. ROSENBERG
                           ROSENBERG, REISMAN & STEIN
                           S.E. 3RD AVENUE, SUITE 2600
                              MIAMI, FLORIDA 33131

               (Address of principal executive offices) (Zip code)

                                 (305) 358-2600

               Registrant's telephone number, including area code


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Item 3.  Bankruptcy or Receivership.

         On January 24, 1997, each of Kids Mart, Inc. (the
"Company"), the Company's wholly-owned subsidiary LFS Acquisition Corp.("LFS")
and LFS's wholly-owned subsidiary Holtzman's Little Folk Shop, Inc.
("Holtzman's" and collectively with the Company and LFS, the "Debtors")
closed a majority of their stores and conducted going out of business sales (the
"GOB Sales") at their remaining stores. The GOB Sales were completed on or about
April 6, 1997. As of the date of this filing, all of the Debtors' stores, as
well as their former corporate headquarters and storage facility, have been
closed. Further, the Debtors have returned all of their leased properties to
their respective landlords. All of the Debtors' assets have been fully
liquidated and the proceeds generated therefrom have been used to satisfy a
portion of the debt owed to the Company's secured lender, Foothill Capital
Corporation ("Foothill"). Holders of prepetition claims and holders of equity
interests did not receive any distributions on such claims and interests during
the Debtors' chapter 11 cases.

         By order of the Bankruptcy Court, dated May 20, 1997, a copy of which
is attached hereto, the chapter 11 cases of the Debtors were dismissed.

         Simultaneously with this filing, the Company has filed a Form 15 with
the Securities and Exchange Commission requesting that the Company's common
stock, par value $.0001 per share, no longer be registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Upon such deregistration,
the Company will no longer be obligated to make filings pursuant to the Exchange
Act. The Company will cause LFS and Holtzman's to dissolve as soon as
practicable.




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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.



                                        KIDS MART, INC.


Date: July 22, 1997                     By  /s/ Bernard Tessler
                                            -----------------------------
                                            Bernard Tessler
                                            President and Chief Executive
                                            Officer






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                                  Exhibit Index


<TABLE>
<CAPTION>
Exhibit Number                               Description
- --------------                               -----------
<S>                                          <C>
    99.1                                     Order of the Bankruptcy Court for
                                             the District of Delaware, dated
                                             May 20, 1997
</TABLE>







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                                                                   Exhibit 99.1

                                                                CONFORMED ORDER

                     IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE

In re                                   )
                                        )
LFS ACQUISITION CORP.,                  )       Chapter 11
KIDS MART, INC., and                    )       Case No. 97-42 (PJW)
HOLTZMAN'S LITTLE FOLK SHOP, INC.,      )       Jointly Administered
                                        )
                        Debtors.        )

                   ORDER DISMISSING DEBTORS' CHAPTER 11 CASES

        Upon the motion dated April 17, 1997 (the "Motion") of the
above-captioned debtors and debtors in possession herein (collectively, the
"Debtors"), seeking the issuance and entry of an order, pursuant to sections
1112(b) and 305(a)(1) of the Bankruptcy Code, authorizing the dismissal of the
Debtors' chapter 11 cases; and, as evidenced by the affidavit of service on
file with the Court, due and sufficient notice of the Motion having been given;
and no objections to the Motion having been received; and it appearing that the
relief requested in the Motion is necessary and in the best interests of the
Debtors, their estates, and their creditors; and after due deliberation and
sufficient cause appearing therefor; it is

        NOW, on Motion of KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP and
YOUNG, CONAWAY, STARGATT & TAYLOR, co-counsel for the Debtors, hereby

        ORDERED, that the chapter 11 case of In re LFS Acquisition Corp., Case
No. 97-42 (PJW), is dismissed; it is further

        ORDERED, that the chapter 11 case of In re Kids Mart, Inc., Case No.
97-43 (PJW), is dismissed; it is further

        ORDERED, that the chapter 11 case of In re Holtzman's Little Folk Shop,
Inc., Case No. 97-44 (PJW), is dismissed; and it is further

        ORDERED, that Foothill Capital Corporation shall pay $11,000 in U.S.
Trustee fees pursuant to 28 U.S.C. Section 1930 within ten (10) days of the
date hereof.

Dated:  Wilmington, Delaware
        May 20, 1997

                                              /s/ Peter J. Walsh
                                        ------------------------------
                                        UNITED STATES BANKRUPTCY JUDGE


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