SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Amendment No. 1
Amendment to Application on Report Filed Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 1996
WICKES LUMBER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-22468 36-3554758
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
706 North Deerpath Drive, Vernon Hills, Illinois 60061
(Address of principal executive offices) (Zip Code)
847-367-3400
(Registrant's telephone number, including area code)
The undersigned registrant in order to provide pro forma financial
information in the Current Report on Form 8-K dated June 20, 1996, in
connection with the sale of 2,000,000 newly issued shares of common stock,
hereby amends the following item, or other portions of such Current Report
on Form 8-K set forth in the pages attached hereto.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The financial statements and information in the following table of contents
and attached hereto are hereby filed with the Commission in accordance with
the above referenced item.
1
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
information is submitted herewith on the indicated pages.
Page
----
Pro Forma Condensed Consolidated Financial Information
(Interim & Unaudited) 3
Pro Forma Condensed Consolidated Balance Sheet at June 1,1996
(Interim & Unaudited) 4
Notes to Pro Forma Condensed Consolidated Balance Sheet at June 1,
1996 (Interim & Unaudited) 5
2
Pro Forma Condensed Consolidated Financial Information
(INTERIM & UNAUDITED)
The following unaudited pro forma condensed consolidated financial
information gives effect to the sale of 2,000,000 newly-issued shares of
common stock by the Company to Riverside Group, Inc.
The unaudited pro forma condensed consolidated balance sheet at June 1,
1996 was generated based on interim internal financial reports that may not
be in full compliance with generally accepted accounting principles or the
Regulation S-X promulgated by the Securities and Exchange Commission (the
"S.E.C."). This statement is presented here solely at the request of the
Nasdaq Stock Market, and should not be relied upon by investors for any
purpose without careful review of the Company's periodic reports filed with
the S.E.C., including the Company's Annual Report on Form 10-K for the year
ended December 30, 1995, the Company's Quarterly Report on Form 10-Q for
the period ended March 30, 1996, and the Company's Quarterly Report on Form
10-Q for the period ended June 29, 1996 (which will be filed in the near
future). The statement assumes the sale of stock occurred on January 1,
1995.
The impact of the pro forma adjustments to the Company's pro forma results
of operations for the five months ended June 1, 1996 would be an increase
to net income of $224,000 as the result of $365,000 in interest savings,
due to the reduced borrowings under the Company's revolving line of credit,
less an incremental income tax expense of $141,000. This assumes the sale
of stock occurred on January 1, 1995.
The impact of the pro forma adjustments to the Company's pro forma results
of operations for the year ended December 30, 1995 would be an increase to
net income of $468,000 as the result of $781,000 in interest savings, due
to the reduced borrowings under the Company's revolving line of credit,
less an incremental income tax expense of $313,000. This assumes the sale
of stock occurred on January 1, 1995.
The unaudited pro forma condensed consolidated information contained herein
should not be considered projections of future operating results or
financial position.
3
WICKES LUMBER COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 1, 1996
(in thousands)
(INTERIM & UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Historical Adjustments Pro Forma
----------- ----------- ---------
ASSETS
Current assets:
Cash $ (2,145) $ 0 $ (2,145)
Accounts receivable, net 84,867 0 84,867
Inventory 105,490 0 105,490
Deferred tax asset 25,906 0 25,906
Prepaid expenses 3,412 0 3,412
---------- ----------- --------
Total current assets 217,530 0 217,530
---------- ----------- --------
Property, plant and equipment, net 53,211 0 53,211
Trademark, net 7,078 0 7,078
Deferred tax asset 250 0 250
Other assets, net 17,436 0 17,436
---------- ----------- --------
295,505 0 295,505
========== =========== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 251 $ 0 $ 251
Accounts payable 48,568 0 48,568
Accrued liabilities 34,646 (486) b,d 34,160
---------- ----------- --------
Total current liabilities 83,465 (486) 82,979
---------- ----------- --------
Long-term debt, less current maturities 199,844 (10,023) a,b,c,d 189,821
Other long-term liabilities 2,422 0 2,422
Common stockholders' equity:
Common stock, par value $.01 62 20 a 82
Additional paid-in capital 76,802 9,797 a,c 86,599
Accumulated deficit (67,090) 692 d (66,398)
---------- ----------- --------
Total common stockholders' equity 9,774 10,509 20,283
---------- ----------- --------
295,505 0 295,505
========== =========== ========
</TABLE>
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WICKES LUMBER COMPANY AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
JUNE 1, 1996
(INTERIM & UNAUDITED)
On June 20, 1996, Wickes Lumber Company sold 2 million newly-issued shares
of it's common stock to Riverside Group, Inc. for $ 10 million.
The following is a summary of the adjustments reflected in the unaudited
Pro Forma Condensed Consolidated Balance Sheet (in thousands) as of June
1, 1996.
(a) To record sale of 2,000,000 shares of newly-issued stock at the par
value of $.01 per share for $10 million. Par value $20, paid in
capital $9,980.
(b) To reclass previously accrued stock issue costs of $940, which would
have been paid through the revolving line of credit if the
transaction had occured on January 1, 1995.
(c) To record additional stock issue costs of $183 paid in 1996.
(d) To adjust interest expense and the related tax effect from the
reduction in the revolver loan balance. The 1995 and 1996 interest
expense adjustment assumes an effective interest rate of 8.8% and 9.09%
or $781 and $365 respectively. The 1995 and 1996 tax adjustment assumes
an effective rate 40.1% and 38.5% or incremental income tax expense of
$313 and $141 respectively.
5
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.
WICKES LUMBER COMPANY
Date: July 24, 1996 By: /s/ George A. Bajalia
-----------------------
George A. Bajalia
Senior Vice President and
Chief Financial Officer
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