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) October 30, 1996
STRAWBRIDGE & CLOTHIER
(Exact name of registrant as specified in its charter)
Pennsylvania 0-1308 23-1131660
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
801 Market Street
Philadelphia, Pennsylvania 19107-3199
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 629-6000
(not applicable)
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Reference is made to the Press Release dated October
30, 1996, issued by Strawbridge & Clothier (the "Press
Release"), attached as Exhibit 99.1, which is incorporated by
reference herein.
In the Press Release, Strawbridge & Clothier (the
"Company") announced that its Board of Directors declared a cash
dividend of $0.275 per share on Series A Common Stock and $0.25
per share on Series B Common Stock, payable on November 26, 1996
to shareholders of record on November 12, 1996.
The Company also announced in the Press Release that
it decided to postpone a partial distribution of shares of The
May Department Stores Company ("May") which were received in the
sale of its department store assets in July. It had previously
been stated that the Company intended to make an initial partial
distribution promptly after agreement had been reached with May
on certain post-closing purchase price adjustments and that this
was anticipated to occur by November 22, 1996.
The Company decided to postpone the initial partial
distribution of May shares in order to provide more time to line
up substitute tenants or make other arrangements for three
Clover stores which were not transferred to Kimco Realty
Corporation or Kohl's Department Stores, Inc. The Company has
been continuing to operate Clover stores in Mercerville, Penrose
Plaza and Shore Mall.
The Company is hopeful that an initial partial
distribution of May shares will be made early in 1997. The
Company intends to make a second partial distribution of May
shares to its shareholders at the time of the transfer of any
remaining assets to a liquidating trust, which will occur by
July 18, 1997, and a final distribution of remaining May shares,
if any, at the termination of the liquidating trust, which is
estimated to occur by July 31, 1999.
The Company's present estimate of the total number of
May shares to be received for each outstanding Strawbridge &
Clothier share is in the range of 0.37 to 0.41. This is a
forward looking statement within the meaning of Section 21E of
the Securities Exchange Act of 1934 and there are a number of
important factors that could cause actual results to differ from
the estimate including the final agreement with May on the
adjustment to the number of shares, the periods during which the
Clover stores will continue to be operated, the ability to
obtain substitute tenants, the amount of other liabilities to be
paid in the liquidation and the amount to be received for assets
which have not yet been sold. Accordingly, there can be no
assurance that the estimated range will actually reflect the
amount of May shares which the shareholders will be entitled to
receive. The Company had estimated in the proxy statement which
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was sent to shareholders in June a range of 0.41 to 0.45 of a
May share for each outstanding Strawbridge & Clothier share.
The Company is in the process of completing the voluntary
dissolution of the Company pursuant to the Plan of
Reorganization and Liquidation adopted by the shareholders on
July 15, 1996. In connection with the liquidation, on July 18,
1996, the Company closed the sale to May of the real estate
interests and other assets of its department store division,
including inventory and accounts receivable, and the assumption
of certain indebtedness and liabilities. The sale to May
resulted in the Company receiving May shares based on an
estimated net purchase price. The final purchase price is
subject to adjustment based on the results of the closing
balance sheet being prepared by parties. On August 28, 1996,
the Company closed the sale to Kimco Realty Corporation and
Kohl's Department Stores, Inc. of certain real estate interests
and certain other assets of the Clover discount store division
and the assumption of certain Clover liabilities. The Company
is currently in the process of disposing of certain its
remaining assets and satisfying the remaining liabilities and
is continuing to operate three Clover stores.
As a final step in the liquidation, the Company may
transfer any remaining assets, including May shares, to a
liquidating trust to be held as a contingency reserve. Such
transfer to the liquidating trust, if any, will occur by July
18, 1997. The liquidating trust will succeed to all of the then
remaining assets of the Company including the contingency
reserve, and any liabilities of the Company. The sole purpose
of the liquidating trust will be to liquidate on terms
satisfactory to the liquidating trustee and to distribute any
assets in the trust after paying any remaining liabilities. The
shareholders of the Company at the time of the establishment of
the liquidating trust will be the beneficiaries of any
distributions from the liquidating trust. The liquidating trust
will terminate upon the first to occur of (i) the complete
distribution of the liquidating trust's assets or (ii) the
expiration of two years from the date of transfer of the
Company's assets to the liquidating trust.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed with this report:
99.1 Press Release dated October 30, 1996, issued by
Strawbridge & Clothier
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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 hereunto duly
authorized.
STRAWBRIDGE & CLOTHIER
By: /s/Thomas S. Rittenhouse
Thomas S. Rittenhouse
Vice President
Dated: October 31, 1996
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Exhibit Index
Exhibit Description
99.1 Press Release, dated October 30, 1996, issued by
Strawbridge & Clothier
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EXHIBIT 99.1
Contact: Mr. T.S. Rittenhouse - 215-629-6776
PRESS RELEASE
from
STRAWBRIDGE & CLOTHIER - For Immediate Release - October 30,
1996
Strawbridge & Clothier announced today that its Board of
Directors has declared a cash dividend of $0.275 per share on
Series A Common Stock and $0.25 per share on Series B Common
Stock, payable on November 26, 1996 to shareholders of record on
November 12, 1996. The company also announced that it had
decided to postpone a partial distribution of shares of The May
Department Stores Company ("May") which were received in the
sale of its department store assets in July. It had previously
been stated that the Company intended to make an initial partial
distribution promptly after agreement had been reached with May
on certain post-closing purchase price adjustments and that this
was anticipated to occur by November 22, 1996.
Francis R. Strawbridge, Chairman, said, "We have decided to
postpone the initial partial distribution of May shares in order
to provide more time to line up substitute tenants or make other
arrangements for certain of the Clover stores which were not
transferred to Kimco Realty Corporation or Kohl's Department
Stores. However, we declared the cash dividend so that
shareholders will not be without a return during this period.
We are hopeful that a partial distribution of May shares will be
made early in 1997." The company has been continuing to operate
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three Clover stores at Mercerville, Penrose Plaza and Shore
Mall.
The Company also stated that its present estimate of the
total number of May shares to be received for each outstanding
Strawbridge & Clothier share is in the range of 0.37 to 0.41.
It noted that this is a forward looking statement within the
meaning of Section 21E of the Securities Exchange Act of 1934
and that there are a number of important factors that could
cause actual results to differ from the estimate including the
final agreement with May on the adjustment to the number of
shares, the periods during which the Clover stores will continue
to be operated, the ability to obtain substitute tenants, the
amount of other liabilities to be paid in the liquidation and
the amount to be received for assets which have not yet been
sold. Accordingly, there can be no assurance that the estimated
range will actually reflect the amount of May shares which the
shareholders will be entitled to receive. The Company had
estimated in the proxy statement which was sent to shareholders
in June a range of 0.41 to 0.45 of a May share to be received
for each outstanding Strawbridge & Clothier share.
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