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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) April 15, 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 (Commission File Number) (IRS Employer
of incorporation) 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
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On April 16, 1999, the Registrant issued a press release announcing the
completion of the sale of $200.0 million of 11% Senior Subordinated Notes due
2009 to qualified institutional buyers. A copy of the press release is filed
herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements: None
(b) Pro Forma Financial Statements: None
(c) Exhibits. The following exhibits are filed with this Report:
99.1 - Press Release of the Registrant (April 16, 1999)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
JUST FOR FEET, INC.
By:/s/ Eric L. Tyra
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Name: Eric L. Tyra
Title: Executive Vice President and Chief
Financial Officer
Dated: April 16, 1999
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Exhibit 99.1
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Just for Feet, Inc. Announces Completion of Senior Subordinated Notes Offering
BIRMINGHAM, ALABAMA, April 16, 1999 -- JUST FOR FEET, INC. (Nasdaq: FEET)
announced today that it has completed the sale of $200 million of 11% Senior
Subordinated Notes due 2009 (the "Notes") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes,
which are rated B1 and B by Moody's and Standard and Poor's, respectively, were
priced at 100% of their principal amounts.
The notes are guaranteed by certain of the Company's subsidiaries. The net
proceeds from the sale of the notes were used to repay an $80 million term loan
and a portion of the borrowings outstanding under a revolving line of credit,
and to pay transaction expenses. The term loan was incurred in February 1999 to
repay a portion of the amount outstanding under the revolving line of credit.
As of April 15, 1999, after application of the net proceeds, the Company had
$65.7 million outstanding under the revolving line of credit, which permits the
Company to borrow up to $200 million.
NationsBank Montgomery Securities LLC was the lead manager and Merrill
Lynch & Co., BT Alex. Brown and The Robinson-Humphrey Company were co-managers
of the offering. The Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
such registration or an applicable exemption from the registration requirements.
JUST FOR FEET, INC. operates both large format superstores and smaller
specialty stores which specialize in brand-name athletic and outdoor footwear
and apparel. There are presently 139 company and 12 franchised Just For Feet
superstores in 28 states and Puerto Rico and 166 Company-owned and 42 franchised
specialty stores in 22 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 future business development 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:
Harold Ruttenberg, Chairman and Chief Executive Officer
Eric L. Tyra, Chief Financial Officer
205-408-3000
