MADDEN STEVEN LTD
8-K, 1998-07-14
FOOTWEAR, (NO RUBBER)
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                       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) JULY 13, 1998

                               STEVEN MADDEN, LTD.
            ---------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


    NEW YORK                          0-23702                         13-3588231
- --------------------------------------------------------------------------------
(STATE OR OTHER                     (COMMISSION                    (IRS EMPLOYER
JURISDICTION OF                     FILE NUMBER)             IDENTIFICATION NO.)
FORMATION)



             52-16 BARNETT AVENUE, LONG ISLAND CITY, NEW YORK              11104
- --------------------------------------------------------------------------------
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)



        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (718) 446-1800
                                                          ---------------


- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)

- --------------------------------------------------------------------------------
<PAGE>


ITEM 5.  OTHER EVENTS.

         As of July 9, 1998, the Board of Directors of Steven Madden,  Ltd. (the
"Company")  approved the redemption of all of the Company's  outstanding Class B
Redeemable Common Stock Purchase Warrants (the "Class B Warrants").  A Notice of
Redemption  was mailed to all Class B  Warrantholders  to advise them that under
the terms of the Warrant  Agreement  between the Company and the American  Stock
Transfer and Trust  Company,  as warrant  agent,  the Company was exercising its
right to redeem and cancel all of the  Company's  Class B Warrants.  Accordingly
warrantholders  have until the close of  business on August 13, 1998 to exercise
their Class B Warrants for the purchase of shares of Common Stock at an exercise
price of $5.50 per share.  Should a  warrantholder  fail to exercise the Class B
Warrants  held thereby by such date,  the Company will redeem them on August 14,
1998 by paying $.05 for each outstanding Class B Warrant.  The closing bid price
of the shares of the Company's Common Stock on July 8, 1998 was $11.25.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.

    (c)  Exhibits

         1. Press Release of the Company dated July 13, 1998.


<PAGE>

                                   SIGNATURES
                                   ----------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  authorized  and caused the  undersigned  to sign this
Report on the Registrant's behalf.




                                   STEVEN MADDEN, LTD.



                                   By: /s/ STEVEN MADDEN
                                      ---------------------------------
                                           Steven Madden
                                           Chairman of the Board,
                                           Chief Executive Officer and President


Dated:  July 13, 1998






FOR IMMEDIATE RELEASE




STEVE  MADDEN  LTD TO  REDEEM  ALL  CLASS B  REDEEMABLE  COMMON  STOCK
PURCHASE WARRANTS ANTICIPATES RECEIVING APPROXIMATELY $10 MILLION FROM
REDEMPTION


LONG ISLAND CITY,  N.Y., July 13, 1998 - Steven Madden Retail,  Inc., a division
of Steven  Madden,  Ltd.,  (NASDAQ:  SHOO), a leading  designer,  wholesaler and
retailer of fashion footwear for women, today announced that it is redeeming all
Class B  Redeemable  Common Stock  Purchase  Warrants.  On August 14, 1998,  the
Company  will  redeem and cancel all Class B Warrants  by paying to the  holders
thereof $ .05 for each Class B Warrant.

Alternatively,  a holder  of Class B  Warrants  may  exercise  their  rights  to
purchase  shares of the  Company's  Common  Stock by paying to the  Company  the
exercise  price of $5.50 per share at any time prior to the end of  business  on
August 13,  1998,  provided  that  exercise is  permitted  under the laws of the
holders state of residence. The closing bid price of the shares of the Company's
Common  Stock on July 8, 1998 was $ 11.25.  The  Company  anticipates  receiving
approximately  $10 million in net proceeds  from the  redemption,  which will be
used for  general  corporate  purposes  including  working  capital  and further
expansion of its retail store operations.

                                     -more-
<PAGE>

 
Steven Madden Ltd. designs and markets fashion footwear for women. The shoes are
sold through Steve Madden Retail Stores, Department Stores, Apparel and Footwear
specialty  stores and on-line @  www.stevemadden.com.  The Company now has seven
licenses  including  ready-to-wear  and  jeans,  outerwear,   intimate  apparel,
eyewear, legwear, handbags,  jewelry, and owns and operates a retail store under
its David Aaron brand, and is the licensee of l.e.i. shoes.


                CONTACT:     Company Contact:
                             Steven Madden Ltd.
                             Steve Madden, President & Chief Executive Officer
                             Rhonda Brown, Chief Operating Officer
                             (718) 446-1800

                             Investor Relations:
                             Kehoe, White, Savage & Company, Inc.
                             James K. White
                             (562) 437-0655

Statements  in this press  release  that are not  statements  of  historical  or
current fact constitute  "forward-looking  statements" within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other unknown
factors  that could  cause the actual  results of the  Company to be  materially
different  from the historical  results or from any future results  expressed or
implied by such  forward-looking  statements.  In addition to  statements  which
explicitly  describe such risks and uncertainties  readers are urged to consider
statements labeled with the terms "believes",  "belief",  "expects",  "intends",
"anticipates"  or "plans"  to be  uncertain  and  forward-looking.  The  forward
looking  statements  contained herein are also subject  generally to other risks
and uncertainties  that are described from time to time in the Company's reports
and registration statements filed with the Securities and Exchange Commission.
      
 
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