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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 2, 1995
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The Bombay Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
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1-7288 75-1475223
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(Commission File Number) (I.R.S. Employer Identification No.)
550 Bailey Avenue, Suite 700, Fort Worth, Texas 76107
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(Address of Principal Executive Offices) (Zip Code)
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(817) 347-8200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Incorporated by reference herein is the Company's press release dated
June 2, 1995 regarding a dividend distribution of Preferred Stock Purchase
Rights and press release dated June 5, 1995 announcing the record date of the
Preferred Stock Purchase Rights, a copy of each release is included herein as
Exhibit 99.0 and 99.1, respectively. Each Right having an exercise price of
$50.00 entitles shareholders, upon the occurance of certain events as specified
in the Rights Plan, to buy one one-thousandth of a share of newly created
Series A Junior Participating Preferred Stock of the Company, or a number of
shares of the Company's Common Stock having a market value of twice the Right's
exercise price.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.0 Press release dated June 2, 1995.
99.1 Press release dated June 5, 1995.
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SIGNATURES
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.
The Bombay Company, Inc.
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Registrant
June 7, 1995 By /s/ James E. Herlihy
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Date Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Decription
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99.0 Press release dated June 2, 1995.
99.1 Press release dated June 5, 1995.
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EXHIBIT 99.0
[BOMBAY LETTERHEAD]
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NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
JAMES E. HERLIHY
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(817) 347-8200
THE BOMBAY COMPANY, INC. DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED STOCK PURCHASE RIGHTS
FOR IMMEDIATE RELEASE - JUNE 2, 1995
FORT WORTH, TEXAS -- The Bombay Company, Inc. (NYSE: BBA) -- The
Board of Directors of The Bombay Company, Inc. (the "Company") yesterday
declared a dividend distribution of one Preferred Share Purchase Right on each
outstanding share of Common Stock of the Company. Each Right will entitle
shareholders to buy one one-thousandth of a share of newly created Series A
Junior Participating Preferred Stock of the Company at an exercise price of
$50.00. The Rights will be exercisable if a person or group acquires 15% or
more of the Common Stock of the Company or announces a tender offer for 15% or
more of the Common Stock. The Board of Directors of the Company will be
entitled to redeem the Rights at one cent per Right at any time before any such
person acquires 15% or more of the outstanding Common Stock.
The Rights, which have ten year terms, are not being distributed in
response to any specific effort to acquire the Company. The Rights are
designed to assure that all shareholders of the Company receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against partial tender offers, open market accumulations and other tactics
designed to gain control of the Company without paying all shareholders a full
and fair price. The Rights distribution is not taxable to shareholders.
If a person acquires 15% or more of the outstanding Common Stock of
the Company, each Right (other than those held by the acquiror) will entitle
its holder to purchase at the Right's exercise price, a number of shares of
Common Stock of the Company having a market value of twice the Right's exercise
price. Rights held by the 15% holder will become void. If the Company is
acquired in a merger or other business combination transaction after a person
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acquires 15% or more of the Company's Common Stock, each Right will entitle its
holder to purchase, at the Right's exercise price, a number of the acquiring
company's common shares having a market value of twice the Right's exercise
price.
"The Rights are intended to enable all shareholders of the Company to
realize the long-term value of their investment in the Company. The Rights
will not prevent a takeover, but should encourage anyone seeking to acquire the
Company to negotiate with the Board of Directors prior to attempting a
takeover," said Robert E. M. Nourse, President and Chief Executive Officer of
the Company.
The Bombay Company, Inc. is a specialty retailer marketing
traditionally styled furniture, prints and accessories through a network of 429
Bombay stores in the United States and Canada.
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EXHIBIT 99.1
[BOMBAY LETTERHEAD]
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NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
JAMES E. HERLIHY
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(817) 347-8200
BOMBAY SETS RECORD DATE FOR DIVIDEND DISTRIBUTION
OF PREFERRED STOCK PURCHASE RIGHTS
FOR IMMEDIATE RELEASE - JUNE 5, 1995
FORT WORTH, TEXAS -- The Bombay Company, Inc. (NYSE: BBA) -- The
Bombay Company, Inc. announced today the dividend distribution of Preferred
Stock Purchase Rights approved by its Board of Directors on June 1, 1995 and
publicly announced June 2, 1995 will be payable to shareholders of record on
June 15, 1995.
The Bombay Company, Inc. is a specialty retailer marketing
traditionally styled furniture, prints and accessories through a network of 429
Bombay stores in the United States and Canada.
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