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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): December 31, 1996
(Exact name of registrant as specified in its charter)
Store Liquidation Co., Inc.
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Pennsylvania 0-27182 25-1624305
(Address of principal executive offices)
Eleven Lloyd Avenue, Latrobe, Pennsylvania 15650
Registrant's telephone number, including area code: (412) 537-5380
(Former name or former address, if changed since last report)
THE ITALIAN OVEN, INC.
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Items 2. and 5. Acquisition or Disposition of Assets; Other Events.
Store Liquidation Company, Inc. (formerly known as The Italian Oven,
Inc.) (the "Company") issued press releases on December 31, 1996 (pertaining to
(i) execution of delivery of a definitive agreement to sell (the "Sale")
substantially all of its assets to an affiliate of the Whitecliff Group, Inc.
and (ii) delisting of the Company's common stock by the NASDAQ Stock Market,
Inc.), January 20, 1997 (pertaining to the receipt of the approval of the Sale
by the Bankruptcy Court overseeing the Company's reorganization under Chapter 11
of the Bankruptcy Code) and February 10, 1997 (pertaining to (i) closing of the
Sale, (ii) the Company's name change and (iii) the resignation of a director).
Copies of the press releases are filed as Exhibits to this Current Report on
Form 8-K.
On April 11, 1997, the Company filed its Plan of Reorganization and
Disclosure Statement with the Bankruptcy Court overseeing the Company's
reorganization under Chapter 11 of the United States Bankruptcy Code (such
proceedings are conducted at Case No. 96-25512-JFK) in the Western District of
Pennsylvania. The Plan does not provide for any payments to shareholders of the
Company and general unsecured creditors of the Company will not receive the full
value of their claims against the Company.
A hearing before the Bankruptcy Court on the Plan and Disclosure
Statement is scheduled for May 27, 1997.
The Company did not file and does not anticipate that it will file its
Annual Report on Form 10-K for the year ended December 29, 1996 because the
Company does not have financial resources sufficient to enable its financial
statements for fiscal 1996 to be audited. Similarly, the Company has not filed
and does not anticipate that it will file its Quarterly Report on Form 10-Q for
the quarter ended March 29, 1997, since the Company has reduced its operations
to the point that it currently employs only two people on a part-time basis and,
accordingly, lacks the resources needed to prepare such Quarterly Report.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release dated December 12, 1996
99.2 Press Release dated January 20, 1997
99.3 Press Release dated February 10, 1997
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Pursuant to the requirements of the Securities Exchange Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STORE LIQUIDATION CO., INC.
By: /s/ Gary L. Steib
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Gary L. Steib
Date: May 19, 1997
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* * * FOR IMMEDIATE RELEASE * * *
ISSUED DECEMBER 31, 1996
ITALIAN OVEN ANNOUNCES DEFINITIVE AGREEMENT FOR SALE OF
ASSETS AND NASDAQ DELISTING OF ITS COMMON STOCK
FOR MORE INFORMATION
CONTACT J. GARVIN WARDEN at (412) 537-8430
The Italian Oven, Inc. (the "Company") announced today that it signed a
definitive agreement with The Whitecliff Group, Inc. for the sale of
substantially all of the Company's assets for $3.5 million plus potential
additional future payments. The Company and Whitecliff had previously
announced the signing of a letter of intent for the transaction.
"The sale of the Company's assets to Whitecliff is a positive step for
the continuation of the Company's concept and for the futures of its
franchisees and employees," said J. Garvin Warden, interim CEO of the Company.
The Company, which is in reorganization under Chapter 11 of the
Bankruptcy Code, operates and franchises Italian-theme, casual dining
restaurants.
"Now that we have completed our due diligence, we can move on to the next
step of working with the company's ongoing constituents - its management,
employees and franchisees - to better understand their visions for the
Company" said William T. Brown, President of Whitecliff.
The Company also announced that it served a motion on each of its
creditors seeking the court's approval of the sale to Whitecliff. The court
set January 17, 1997 as the date for a hearing on the motion. If court
approval of the sale is obtained, the transaction is anticipated to close on
or before January 31, 1997.
In addition, the Company announced that the NASDAQ Stock Market, Inc.
("NASDAQ") had decided to delist the Company's Common Stock effective December
31, 1996. NASDAQ's decision was based upon the Company's inability to satisfy
NASDAQ's criteria for continued listing.
EXHIBIT 99.1
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* * * FOR IMMEDIATE RELEASE * * *
ISSUED JANUARY 20, 1997
ITALIAN OVEN ANNOUNCES COURT APPROVAL OF ASSET SALE TO
WHITECLIFF GROUP
FOR MORE INFORMATION
CONTACT J. GARVIN WARDEN at (412) 537-8430
The Italian Oven, Inc. (the "Company") today announced that the Bankruptcy
Court overseeing the Company's reorganization under Chapter 11 of the Bankruptcy
Code approved the sale of substantially all of the assets of the Company to an
affiliate of The Whitecliff Group, Inc. The Court's order, which was entered by
Judge Judith K. Fitzgerald, was dated January 19, 1997.
J. Garvin Warden, Interim Chief Executive Officer for the Company, said
"This sale was accomplished on an expedited basis as a result of the persistence
of the Whitecliff Group and the dedicated efforts of the Company's creditors,
franchisees, management, employees and the Company's counsel, Sable, Makoroff &
Gusky, P.C."
The Company and Whitecliff anticipate that the asset sale will be completed
on or before January 31, 1997.
EXHIBIT 99.2
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* * * FOR IMMEDIATE RELEASE * * *
ISSUED FEBRUARY 20, 1997
ITALIAN OVEN ANNOUNCES NAME CHANGE,
STORE CLOSINGS AND DIRECTOR RESIGNATION
FOR MORE INFORMATION
CONTACT J. GARVIN WARDEN at (412) 537-8430
LATROBE, PENNSYLVANIA: The Italian Oven, Inc. (the "Company") today announced
that it had changed its name following the sale of substantially all of its
assets to the Italian Oven LLC (formerly I.O. Franchise LLC), an affiliate of
the Whitecliff Group, Inc. The Company is now named "Store Liquidation Company,
Inc."
The sale to Italian Oven LLC closed on January 31, 1997. Certain proceeds
of the sale were placed in escrow pending the transfer of liquor licenses for
restaurants acquired by the buyer.
The Company also announced that it had closed four unsold restaurants
located in Columbus (2), Lancaster and Springfield, Ohio.
In addition, the Company announced the resignation of James A. Rudolph as a
member of its Board of Directors.
EXHIBIT 99.3
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