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 14, 1997
-------------
STRAWBRIDGE & CLOTHIER
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 0-1308 23-1131660
- --------------- ---------------- -------------------
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
620 CHESTNUT STREET, SUITE 1070
PHILADELPHIA, PENNSYLVANIA 19106
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 629-6776
--------------
(NOT APPLICABLE)
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS.
Reference is made to the Press Release dated July 14, 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 14, 1997, issued by Strawbridge &
Clothier
- 2 -
<PAGE>
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/ Francis R. Strawbridge, III
---------------------------------------
Francis R. Strawbridge, III
Chairman
Dated: July 14, 1997
- 3 -
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
99.1 Press Release, dated July 14, 1997, issued by
by Strawbridge & Clothier
- 4 -
EXHIBIT 99.1
Contact: Mr. T.S. Rittenhouse - 215-629-6776
PRESS RELEASE
from
STRAWBRIDGE & CLOTHIER - For Immediate Release - July 14, 1997
Strawbridge & Clothier Reduces Distribution to Shareholders
Strawbridge & Clothier (the "Company") announced today that its Board of
Directors has reduced the initial distribution of Common Stock of The
May Department Stores Company ("May") from 0.29 May share, as previously
announced, to 0.20 May share 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 shares will be delisted from NASDAQ.
The stock transfer books of the Company will be closed at the close of
business on that date.
Francis R. Strawbridge, III, Chairman, said, "We have reduced the
amount of the initial distribution in the face of a lawsuit by the
landlord of the Shore Mall store seeking to enjoin the entire
distribution. We have agreed to give the landlord thirty days notice of
any further distributions other than cash distributions representing
dividends received on the remaining May shares and not to give that
notice prior to September 15, 1997. We believe we are making progress
in locating a replacement tenant for the Shore Mall store and will keep
shareholders advised with respect to this situation."
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
<PAGE>
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 0.17 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.
