<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
County Seat Stores, Inc.
________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1272706
________________________________ ____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
469 Seventh Avenue, New York, NY 10018
________________________________________ ____________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 714-4800
______________________
Securities to be registered pursuant to Section 12(b) of the Act:
None
_______________________________________________________________________________
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
_______________________________________________________________________________
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Reference is made to the Company's Registration Statement on Form S-1, covering
its shares of Common Stock, par value $0.01 per share (the "S-1 Registration
Statement"), filed with the Commission concurrently with the filing of this Form
10.
Unless otherwise specified, references in the following responses refer to
sections in the prospectus that was filed as a part of the S-1 Registration
Statement or to other items in the S-1 Registration Statement, which sections
and items are incorporated by reference into the responses to the respective
Items below.
Item 1. Business.
Please see "SUMMARY -- The Company, Business Strategy", "RISK FACTORS"
and "BUSINESS".
Item 2. Financial Information.
Please see "SELECTED HISTORICAL FINANCIAL DATA", "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
and "FINANCIAL STATEMENTS".
Item 3. Properties.
Please see "BUSINESS -- Stores, Distribution, Properties, Other
Operations".
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Please see "PRINCIPAL STOCKHOLDERS" and "SELLING STOCKHOLDERS".
Item 5. Directors and Executive Officers.
Please see "MANAGEMENT".
Item 6. Executive Compensation.
Please see "MANAGEMENT".
Item 7. Certain Relationships and Related Transactions.
Please see "RISK FACTORS -- Dependence on Key Personnel", "CERTAIN
RELATIONSHIPS" and "CERTAIN PROVISIONS OF THE MINNESOTA BUSINESS
CORPORATION ACT".
Item 8. Legal Proceedings.
Please see "BUSINESS -- Litigation"
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Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
Please see "RISK FACTORS -- Liquidity; Absence of Market for Common
Stock, Effect of Future Sales of Common Stock; Registration Rights,
Dividends", "DIVIDEND POLICY" and "MARKET FOR THE COMMON STOCK".
Item 10. Recent Sales of Unregistered Securities.
Please see "PART II. ITEMS NOT REQUIRED IN THE PROSPECTUS: ITEM 15.
RECENT SALES OF UNREGISTERED SECURITIES" in the S-1 Registration Statement.
Item 11. Description of Registrant's Securities to be Registered.
Please see the outside front cover page of the Prospectus and
"DESCRIPTION OF CAPITAL STOCK"
Item 12. Idemnification of Directors and Officers.
Please see "PART II. ITEMS NOT REQUIRED IN THE PROSPECTUS: ITEM 14.
INDEMNIFICATION OF DIRECTORS AND OFFICERS" in the S-1 Registration
Statement.
Item 13. Financial Statements and Supplementary Data.
Please see "SUMMARY PRO FORMA FINANCIAL DATA", "SUMMARY
HISTORICAL FINANCIAL DATA", "CAPITALIZATION", "SELECTED HISTORICAL
FINANCIAL DATA", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS", and "FINANCIAL STATEMENTS".
Item 14. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Please see "INDEX TO CONSOLIDATED FINANCIAL STATEMENTS".
(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
2.1+ First Amended Plan of Reorganization of County Seat Stores, Inc., dated August 22, 1997.
2.2+ Order of United States Bankruptcy Court, dated October 1, 1997, confirming First Amended Plan of
Reorganization of County Seat Stores, Inc.
3.1+ Articles of Amendment and Restatement of the Articles of Incorporation of County Seat Stores, Inc.
3.2+ Amended and Restated Bylaws of County Seat Stores, Inc.
4.1+ Registration Rights Agreement dated as of January 8, 1998 by and among County Seat Stores, Inc. and the
Selling Stockholders.
*5.1 Opinion of Eaton & Van Winkle with respect to the legality of the Shares.
10.1+ Loan and Security Agreement dated October 29, 1997 between BankBoston Retail Finance, Inc. and County
Seat Stores, Inc.
10.2+ Revolving Credit Note dated December 11, 1997 between BankBoston Retail Finance, Inc. and Count Seat
Stores, Inc.
10.3+ Revolving Credit Note dated December 11, 1997 between BankAmerica Business Credit, Inc. and County Seat
Stores, Inc.
10.4+ Revolving Credit Note dated December 11, 1997 between Congress Financial Corporation Central and County
Seat Stores, Inc.
10.5+ Revolving Credit Note dated December 11, 1997 between Foothill Capital Corporation and County Seat
Stores, Inc.
10.6+ Revolving Credit Note dated December 11, 1997 FINOVA Capital Corporation and County Seat Stores, Inc.
10.7+ Revolving Credit Note dated December 11, 1997 between The CIT Group/Business Credit, Inc. and County
Seat Stores, Inc.
10.8+ Non-Encumbrance Agreement dated October 29, 1997 between BankBoston Retail Finance, Inc. and County Seat
Stores, Inc.
10.9+ Trademark and Trademark Applications Security Agreement dated October 29, 1997 between BankBoston Retail
Finance, Inc. and County Seat Stores, Inc.
10.10+ Copyright and Copyright Applications Security Agreement dated October 29, 1997 between BankBoston Retail
Finance, Inc. and County Seat Stores, Inc.
10.11+ Form of Guaranty between BankBoston Retail Finance, Inc. and County Seat Stores, Inc.
10.12+ Form of Trademark and Trademark Applications Security Agreement between BankBoston Retail Finance, Inc.
and CSS Trade Names, Inc.
10.13+ Form of Trademark License Agreement between Levi Strauss & Co. and County Seat Stores, Inc.
10.14+ Lease Agreement dated June 30, 1990 by and between CB Institutional Fund VIII and County Seat Stores,
Inc. incorporated herein by reference to the Company's Registration Statement on Form S-1. (No.
33-66868).
10.15+ Consulting Agreement dated November 14, 1997, between County Seat Stores, Inc. and Forman Enterprises,
Inc.
10.16+ Consulting Agreement dated July 30, 1996, between County Seat Stores, Inc. and Retail Consulting
Services, Inc.
10.17+ Amendment to Consulting Agreement dated March 12, 1997, between County Seat Stores, Inc. and Retail
Consulting Services, Inc.
10.18+ Employment Agreement dated August 11, 1997, between Sam Forman and County Seat Stores, Inc.
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges
21.1+ Subsidiaries of the Registrant.
*23.1 Consent of Eaton & Van Winkle (included in their opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Arthur Anderson L.L.P.
27.1 Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
+ Filed as part of the Company's Registration Statement on Form S-4 covering
its Exchange Offer for its 12 3/4 Senior Notes (filed concurrently with this
Registration Statement on Form S-4), and incorporated herein by reference
under Rule 411(c) under the Securities Act and 12b-23 under the Exchange
Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
COUNTY SEAT STORES, INC.
(Registrant)
Date March 16 By /s/ Sam Forman
------------------------ ----------------------------------
Name: Sam Forman
Title: Chief Executive Officer
<PAGE>
Exhibit 12.1
County Seat Stores, Inc. and Subsidiary
Unaudited Computation of Earnings to Fixed Charges
(Amounts in Thousands)
<TABLE>
<CAPTION>
39 Weeks
Ended
November 1,
1997 1996 1995 1994 1993 1992
----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before Income Taxes
and Extraordinary Items...................... (57,687) (74,938) (79,401) 10,518 (1,647) 6,111
Add:
Interest Expense, net.......................... 3,481 14,610 19,163 18,426 17,722 18,213
Amortization of debt expense and
debt discount................................ 538 835 1,272 2,599 1,857 1,959
----------- -------- -------- -------- -------- --------
Income as adjusted............................. (53,668) (59,493) (58,966) 31,543 17,932 26,283
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
Fixed Charges:
Interest Expense, net.......................... 3,481 14,610 19,163 18,426 17,722 18,213
Amortization of debt expense and
debt discount................................ 538 835 1,272 2,599 1,857 1,959
----------- -------- -------- -------- -------- --------
Total Fixed Charges............................ 4,019 15,445 20,435 21,025 19,579 20,172
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
Ratio of earnings to fixed charges............. n/a n/a n/a 1.5 0.9 1.3
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
</TABLE>
When earnings are negative there is no ratio of earnings to fixed charges as
is indicated by n/a ("not applicable").
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10 of our reports dated March 11, 1998 and April 24,
1997, except with respect to Note 15 as to which the date is October 29,
1997, included in Registration Statement File No. X-XXXXX. It should be noted
that we have not audited any balance sheet of the company subsequent to
November 1, 1997 nor any statement of operations, cash flows, and
shareholders' equity of the company subsequent to February 1, 1997, or
performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
New York, New York
March 16, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> NOV-01-1997
<CASH> 26,374
<SECURITIES> 0
<RECEIVABLES> 2,736
<ALLOWANCES> 0
<INVENTORY> 74,701
<CURRENT-ASSETS> 105,511
<PP&E> 32,360
<DEPRECIATION> 0
<TOTAL-ASSETS> 220,635
<CURRENT-LIABILITIES> 63,817
<BONDS> 78,753
0
0
<COMMON> 200
<OTHER-SE> 77,865
<TOTAL-LIABILITY-AND-EQUITY> 220,635
<SALES> 277,137
<TOTAL-REVENUES> 277,137
<CGS> 214,799
<TOTAL-COSTS> 116,006
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,019
<INCOME-PRETAX> (57,687)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57,687)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,687)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
