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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
---------------------
Date of Report
November 26, 1996
NeoStar Retail Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-25272 75-2559376
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2250 William D. Tate Avenue, Grapevine, Texas 76051
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 424-2000
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Item 5. Other Events
News Release
On November 26, 1996, NeoStar Retail Group, Inc., a Delaware
corporation (the "Company"), issued a news release reporting that Software
Acquisition Company LLC has received approval of the United States Bankruptcy
Court, Northern District of Texas, Dallas Division (the "Bankruptcy Court"),
U.S. Bankruptcy Judge Steven A. Felsenthal presiding, to purchase substantially
all of the assets of the Company. The purchase price of $58.5 million includes
447 of the Company's stores and all of its inventory. Software Acquisition
Company LLC was the successful bidder in an auction process conducted during
Bankruptcy Court hearings which concluded Tuesday, November 26, 1996.
Software Acquisition Company LLC was recently formed by Leonard Riggio,
a director and stockholder of the Company, for purposes of bidding for the
Company's assets.
Prior to the sale, the Company operated more than 650 stores and
employed more than 5,000 people. As a result of the sale, approximately 200 of
the Company's stores will be closed.
The news release, attached hereto and filed herewith as Exhibit 99.1,
is incorporated herein by reference.
"THE SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT
OF 1995. This report contains forward-looking statements that involve risks and
uncertainties, including but not limited to bankruptcy court approval of those
actions requiring such approval, and other risks detailed from time to time in
the Company's Securities and Exchange Commission filings.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed as part of this report:
99.1 News Release of NeoStar Retail Group, Inc. dated November 26, 1996.
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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.
NEOSTAR RETAIL GROUP, INC.
(Registrant)
By: /s/ OPAL P. FERRARO
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Opal P. Ferraro
Vice President and
Chief Financial Officer
Date: November 26, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
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<S> <C> <C>
99.1 News Release of NeoStar Retail Group, Inc.
dated November 26, 1996.
</TABLE>
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[NEOSTAR RETAIL GROUP LETTERHEAD]
FOR IMMEDIATE RELEASE
FOR: NEOSTAR RETAIL GROUP, INC.
Contact: Paul R. Streiber 817/424-2186
NEOSTAR RETAIL GROUP SELLS ASSETS
---------------------------------
SOFTWARE ACQUISITION COMPANY LLC PURCHASES
ASSETS AND INVENTORY FOR $58.5 MILLION
---------------------------------
DALLAS, TX, NOVEMBER 26, 1996 -- NeoStar Retail Group, Inc. (NASDAQ:
NEOSQ), parent company of Babbage's and Software Etc., announced that Software
Acquisition Company LLC has received Federal Bankruptcy Court approval to
purchase substantially all of the assets of NeoStar. The purchase price of
$58.5 million includes 447 of NeoStar's stores and all of its inventory.
Software Acquisition Company was the successful bidder in an auction process
conducted during court hearings which concluded Tuesday, November 26, 1996.
Software Acquisition Company LLC was recently formed by Leonard Riggio,
a director and stockholder of NeoStar, for purposes of bidding for the NeoStar
assets. Riggio is also Chairman and a principal stockholder of Barnes & Noble,
Inc., the nation's largest bookseller, and of Barnes & Noble College
Bookstores, Inc., the nation's largest operator of college bookstores.
Prior to the sale, NeoStar Retail Group operated more than 650 stores
and employed more than 5,000 people. As a result of the sale, approximately 200
of NeoStar's stores will be closed.
[SOFTWARE LOGO] (more) [BABBAGES LOGO]
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2
NeoStar filed a voluntary petition to reorganize under Chapter 11 of the
U.S. Bankruptcy Code in Federal Bankruptcy Court in Dallas on September 16,
1996. The Company previously announced that it had decided to auction its assets
due to the absence of viable financing alternatives.
"THE SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT
OF 1995. This press release contains forward-looking statements that involve
risks and uncertainties, including but not limited to bankruptcy court approval
of those actions requiring such approval, and other risks detailed from time to
time in the Company's Securities and Exchange Commission filings.
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