COLE NATIONAL GROUP INC
8-K, 1999-03-05
HOBBY, TOY & GAME SHOPS
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<PAGE>   1
                       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):  March 1, 1999
                                                   --------------

                            Cole National Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                 33-66342                   34-1744334
- ---------------             ------------             ------------------
(State or other             (Commission               (I.R.S. Employer
 jurisdiction of            File Number)             Identification No.)
 incorporation)


         5915 Landerbrook Drive, Mayfield Heights, Ohio  44124
         -------------------------------------------------------
          (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code:  (440) 449-4100
                                                    ---------------





<PAGE>   2




Item 5.  Other Events.
         -------------

         Cole National Corporation issued a press release on March 1, 1999, a
         copy of which is filed as Exhibit 99.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         -------------------------------------------------------------------
         (c)      Exhibits.

                  99         Press Release, dated March 1, 1999, from Cole
                             National Corporation.




<PAGE>   3




                                    SIGNATURE
                                    ---------


                  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.


                                         COLE NATIONAL GROUP, INC.

Date:  March 5, 1999                     By:  /s/ Wayne L. Mosley
                                              ---------------------------------
                                              Vice President





<PAGE>   4



                                  EXHIBIT INDEX
                                  -------------



                                                        Pagination by
                                                        Sequential Numbering
Exhibit     Description of Exhibit                      System
- -------     ----------------------                      --------------------
  99        Press Release, dated March 1, 1999,
            from Cole National Corporation.




<PAGE>   1

                                                                      Exhibit 99


                           COLE NATIONAL ANNOUNCED NEW
                     EXECUTIVE VP OF STRATEGIC PLANNING AND
                             CHIEF FINANCIAL OFFICER


         Cleveland, Ohio, March 1, 1999 -- Cole National Corporation (NYSE:CNJ),
the Cleveland based vision care and personalization gift retailer, today
announced the appointment of George H. Bernstein, Jr. as Executive Vice
President of Strategic Planning and Chief Financial Officer. Mr. Bernstein is
presently Senior Vice President and General Manager of Things Remembered, Inc.
Prior to joining Cole National eighteen months ago, he was President and CEO of
AVC/Nu Vision, a Flint, Michigan optical retailer with 170 stores acquired by
Cole in the Fall of 1997. Prior to that, he was President and CEO of Hess Shoes,
a regional footwear retailer and spent several years as management consultant at
Bain & Company.

         Jeffrey A. Cole, Chairman said, "While George will have the financial
and system functions reporting to him, we expect that George, Brian Smith our
President and I will work closely together to reshape and improve the optical
business and continue the progress of Things Remembered."

         Mr. Bernstein is 37 years old and a graduate of Bucknell University and
Harvard Law School and is a member of the Maryland Bar. He replaces Jeffrey A.
Cole who has been Chief Financial Officer since 1991 in addition to his role as
Chairman.

         Cole National, including Pearle franchisees, has more than 2,800
locations in the United States, Canada, Puerto Rico and the Virgin Islands, as
well as a 24% investment in Pearle Europe, which has 519 optical stores in the
Netherlands, Belgium, Germany and Austria.



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