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UNITED STATES
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): September 30, 1998
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Richman Gordman 1/2 Price Stores, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24328 47-0771211
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No)
12100 West Center Road, Omaha, Nebraska 68144
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(Address of principal executive offices)
Registrant's telephone number, including area code:
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(402) 691-4000
Not Applicable
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(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Paragraph 6 of the Richman Gordman 1/2 Price Stores, Inc. (the
"Registrant") Certificate of Incorporation (the "Certificate") provides that
the shares of the Registrant's Series B Option Common Stock shall be subject to
an option (the "Option") to purchase such shares exercisable first by the
Registrant, and to the extent not exercised by the Registrant, by the designee
of A. D. Gordman. The Option is exercisable with respect to those holders of
shares of the Series B Option Common Stock (the "Option Record Holders") as of
the first business day following payment into escrow of the Cumulative Minimum
Payment (as that term is defined in the Certificate) (the "Valuation Date").
On July 15, 1998, the Registrant paid into escrow the balance of the Cumulative
Minimum Payment, and accordingly, the Valuation Date is July 16, 1998.
The Certificate further provides that the exercise price for the Option
shall be the value of the Series B Option Common Stock determined by an
independent appraisal as of the Valuation Date, less any payment of Excess Cash
Balance (as defined in the Certificate). There is no Excess Cash Balance which
would serve to reduce the Option exercise price. The Registrant hired the firm
of Murray Devine & Co. (the "Appraiser") to perform the appraisal of the Series
B Option Common Stock. The Appraiser delivered its report regarding the value
of the Series B Option Common Stock to the Registrant on September 30, 1998
(the "Valuation Delivery Date"). In its report, the Appraiser determined the
value of each share of the Series B Option Common Stock on the Valuation Date
to be $0.076.
As of the date of this Report on Form 8-K, the Registrant has not
determined if or to what extent it will elect to exercise the Option. If the
Registrant determines to exercise the Option in whole or in part, the
Registrant must give notice of exercise of the Option to the Option Record
Holders and the designee of A. D. Gordman before October 30, 1998, and complete
the exercise of the Option before January 28, 1999. The Certificate provides
that exercise of the Option shall be deemed completed upon the mailing of the
full exercise price to the Option Record Holders. If the Registrant fails to
provide the notice or to mail the exercise price to the Option Record Holders
within the specified time periods, then the designee of A. D. Gordman shall
have the right to exercise the Option, subject to the terms of the Certificate.
A copy of the Appraiser's report will be mailed to shareholders without
charge upon written request to Michael A. Mallaro, Secretary, Richman Gordman
1/2 Price Stores, Inc., 12100 West Center Road, Omaha, Nebraska 68144. Such
requests must include a good faith representation that the requesting party was
either a holder of record or a beneficial owner of shares of Series B Option
Common Stock as of the close of business on July 16, 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
No exhibits are applicable.
[Remainder of page intentionally left blank.]
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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 hereunto duly authorized.
Richman Gordman 1/2 Price Stores, Inc.
Date: October 2, 1998 By: /s/ Jeffrey J. Gordman
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Jeffrey J. Gordman,
President and Chief Executive Officer
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