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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) November 4, 1999
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JUST FOR FEET, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-23570 52-2098043
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 408-3000
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N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 3. Bankruptcy or Receivership.
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On November 4, 1999, Just For Feet, Inc. (the "Company") filed a Petition
for Reorganization under Chapter 11 in the United States Bankruptcy Court for
the District of Delaware.
Prior to the November 4 Chapter 11 filing, the Company had reached an
agreement (the "Agreement") with certain of the holders of its $200 million 11%
Senior Subordinated Notes due 2009, with respect to a consensual restructuring
of the Company's debt and equity. The Agreement is attached as Exhibit 10.16 to
the Form 8-K dated as of November 2, 1999, which is incorporated herein by
reference.
A Plan of Reorganization (the "Plan") is to be filed with the Bankruptcy
Court in the near future. Once the Plan is filed, it will be subject to
numerous conditions and no assurance can be given that the consensual
restructuring provided for in the Agreement and the Plan or any other consensual
restructuring will be finalized or that any restructuring which is completed
will not be on terms materially different from those contained in the Agreement
and the Plan.
Certain statements contained in this report are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to plans for future business activities,
and are thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to,
economic conditions, competition and other uncertainties detailed from time to
time in the Company's Securities and Exchange Commission filings.
Item 7. Exhibits.
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(c) 99.1 November 4, 1999 Press Release
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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 thereunto duly authorized.
JUST FOR FEET, INC.
Dated: November 4, 1999 By: /s/ Helen M. Rockey
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Helen M. Rockey
President and Chief Executive Officer
Dated: November 4, 1999 By: /s/ Armand Carrano
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Armand Carrano
Chief Financial Officer
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EXHIBIT 99.1
JUST FOR FEET, INC. ANNOUNCES FILING FOR RELIEF UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
BIRMINGHAM, ALABAMA, November 4, 1999 -- JUST FOR FEET, INC. (Nasdaq: FEET)
today filed a petition for relief under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware in order to effect
the Restructuring Agreement (the "Agreement"), dated November 2, 1999, between
certain holders (the "Noteholders") of its $200 million 11% Senior Subordinated
Notes due 2009 (the "Notes") and the Company. As previously announced, the
Company did not make the November 1 interest payment with respect to the Notes.
However, pursuant to the Agreement, the Noteholders have agreed to refrain from
taking any action to enforce the Notes.
Under the Agreement, after the Plan of Reorganization (the "Plan") (which is to
be filed with the Bankruptcy Court in the near future) is confirmed and
consummated, the holders of the Notes and certain other unsecured creditors will
receive, pro rata, 100% of the common stock of the reorganized Company (the "New
Common Stock"), subject to dilution of approximately 10% on a fully diluted
basis by shares reserved for issuance under options to be issued to the
Company's executive management. The existing equity holders of Just For Feet
will have their shares canceled and will receive warrants to purchase up to 10%
of the New Common Stock.
Additionally, under the Agreement, the Noteholders have agreed to support the
payment of all trade claims in the ordinary course of the Company's business for
those trade creditors that continue to support the Company and so that those
trade creditors will not be negatively impacted by the restructuring.
The Agreement also provides for management of the Company to receive options to
purchase New Common Stock as of the Effective Date of the Plan.
In announcing today's Chapter 11 filing, the Company's management emphasized
that this action will have no significant impact on operations. The Company is
negotiating with its current lenders to obtain a Debtor-In-Possession financing
facility which will allow the Company to continue normal day-to-day operations.
In discussing the reorganization, Helen M. Rockey, President and Chief Executive
Officer of Just For Feet, said: "Entering the Chapter 11 reorganization process
was a necessary step to complete the Agreement signed on November 2nd. The
filing in no way alters our plan to pay our trade vendors who continue to
support the Company in the ordinary course of business."
In a communication with employees, Ms. Rockey said, "Being in Chapter 11 is not
a situation to which Just For Feet would aspire. However, there are significant
advantages for us to be in a reorganization case at this time. It eliminates
months of uncertainty that could have a negative impact on our Company. It also
allows us to continue with business as usual so that our customers will see no
changes in the quality and availability of merchandise."
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Once the Plan is filed with the Bankruptcy Court, it will be subject to numerous
conditions and no assurance can be given that the consensual restructuring
provided for in the Agreement and the Plan or any other consensual restructuring
will be finalized or that any restructuring which is completed will not be on
terms materially different from those contained in the Agreement and the Plan.
JUST FOR FEET, INC. currently operates both large format superstores and smaller
specialty stores that specialize in brand-name athletic and outdoor footwear and
apparel. The Just For Feet superstores feature a full line of sports related
apparel, a high level of customer service and a distinctive combination of
entertainment elements creating an exciting shopping experience. The Company
currently operates 151 Just For Feet superstores in 26 states and Puerto Rico
and 173 Company and 39 franchised specialty stores in 23 states and Puerto Rico.
Certain statements contained in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to plans for future business activities,
and are thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to,
economic conditions, competition and other uncertainties detailed from time to
time in the Company's Securities and Exchange Commission filings.
For additional information, please contact:
Helen M. Rockey, President and Chief Executive Officer
205-408-3000
