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) JULY 3, 1997
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STRAWBRIDGE & CLOTHIER
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 0-1308 23-1131660
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(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
620 CHESTNUT STREET, SUITE 1070
PHILADELPHIA, PENNSYLVANIA 19106
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 629-6776
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(NOT APPLICABLE)
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(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 July 3, 1997, issued by
Strawbridge & Clothier, attached as Exhibit 99.1, which is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed with this report:
99.1 Press Release dated July 3, 1997, issued by Strawbridge &
Clothier
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SIGNATURE
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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
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Thomas S. Rittenhouse
Vice President
Dated: July 3, 1997
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EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release, dated July 3, 1997, issued by
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 - July 3, 1997
Strawbridge & Clothier (the "Company") announced today that its Board
of Directors has declared an initial distribution of 0.29 share of Common
Stock of The May Department Stores Company ("May") for each share of Common
Stock of the Company. This distribution will be made to shareholders of
record on July 15, 1997. There will be no trading in the Common Stock of
the Company after July 15, 1997 and the stock transfer books of the Company
will be closed at the close of business on that date.
Francis R. Strawbridge, III, Chairman, said, "At the time of the
shareholder vote on the liquidation last July, we indicated that we planned
to make an initial distribution in November 1996 and a second distribution
at this time. As we subsequently advised our shareholders, the initial
distribution has been delayed due to the necessity for resolving problems
at three Clover stores which we continued to operate. The problems at two
of the stores have now been resolved but the operation of the third store
at Shore Mall in New Jersey continues until a replacement tenant can be
located. We are reserving $38 million at this time for the landlord s
claim although we believe that a resolution can be reached at a
substantially lower amount. Due to the necessity for establishing this
reserve, the amount of the initial distribution is less than originally
anticipated. We are also reserving approximately $20 million for ongoing
expenses and certain existing and potential liabilities."
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As part of its liquidation, the Company will transfer on July 18, 1997
all remaining assets, including the remaining May shares, to the S&C
Liquidating Trust which will also assume the remaining liabilities of the
Company. The shareholders of the Company at the time of the establishment
of the S&C Liquidating Trust will be the owners of beneficial interests in
the trust and the beneficiaries of any distributions from the trust.
It is expected that the S&C Liquidating Trust will continue in
existence for two to three years. It is planned to make one or more
additional distributions from the trust as remaining liabilities are
resolved although the timing of those distributions cannot presently be
predicted.
The Company stated that its present estimate of additional shares of
May Common Stock which may be distributed is 0.08 May share for each
Company share. It is noted that 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 resolution of the Shore Mall lease, 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 estimate will actually reflect the amount of
May shares which will be distributed.
