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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): January 23, 1998
PAPER WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-23389 41-1612534
(Commission File Number) (IRS Employer Identification No.)
7630 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 936-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index Appears on Page 3
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ITEM 5. OTHER EVENTS.
The Registrant's Press Release dated January 26, 1998, which is filed as
Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated January 26, 1998.
SIGNATURE
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.
PAPER WAREHOUSE, INC.
(Registrant)
Date: January 28, 1998 By: /s/ CHERYL W. NEWELL
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Name: Cheryl W. Newell
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
99.1 Press Release . . . . . . . . . . . . . . . . . . . 4
3
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Exhibit 99.1
[Paper Warehouse, Inc. Letterhead]
January 26, 1998
FROM: FOR:
Padilla Speer Beardsley Inc. Paper Warehouse, Inc.
224 Franklin Avenue West 7630 Excelsior Boulevard
Minneapolis, MN 55404 Minneapolis, MN 55426
Brian James (612) 871-8877
FOR IMMEDIATE RELEASE
PAPER WAREHOUSE AND GIBSON GREETINGS TERMINATE PAPER FACTORY LETTER OF INTENT
MINNEAPOLIS, Jan. 26, 1998 -- Paper Warehouse (Nasdaq: PWHS)
announced today that it and Gibson Greetings (Nasdaq: GIBG) have terminated
their letter of intent regarding the previously announced $38.6 million
acquisition of The Paper Factory by Paper Warehouse from Gibson.
The letter of intent, which Paper Warehouse and Gibson had signed on December
11, 1997, provided that the proposed transaction was subject to customary
closing conditions, including a due diligence review, execution of a
definitive purchase agreement, financing, third party consents, and
regulatory approvals. Following Paper Warehouse's review of working capital
and capital expenditure requirements, and ongoing discussion with Gibson,
Paper Warehouse determined not to proceed with the transaction on the terms
and conditions originally proposed. On January 23, 1998, Paper Warehouse and
Gibson formally terminated their negotiations and the letter of intent.
Yale Dolginow, Chairman and CEO, said, "although we are disappointed that we
could not reach agreement with Gibson Greetings on the purchase of The Paper
Factory, Paper
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Warehouse's expansion plans remain unchanged. Paper Warehouse plans to open 25
Paper Warehouse stores in two new markets in 1998. We have made significant
progress in locating potential retail sites for Paper Warehouse stores."
Paper Warehouse is a growing chain of stores specializing in party supplies and
paper goods operating under the names Paper Warehouse and Party Universe. Paper
Warehouse stores offer an extensive assortment of special occasion, seasonal and
everyday paper products including party supplies, gift wrap, greeting cards and
catering supplies at everyday low prices. The Company's 124 stores (73
Company-owned and 51 franchise stores) are conveniently located in major retail
trade areas to provide customers with easy access to its stores.
This Press Release may contain forward-looking statements that involve risks
and uncertainties relating to future events. Actual events or results could
differ materially from the results discussed in the forward-looking statements.
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