-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItCE3VtiQxyMd5qbfp/WvKcokf4vWXxMIU4Q1r/PiAbw6z2UgNMt3LrofFePfMyj ggKEFkgCtOJ918eXVxalzQ== 0000006885-00-000009.txt : 20000208 0000006885-00-000009.hdr.sgml : 20000208 ACCESSION NUMBER: 0000006885-00-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAGE STORES INC CENTRAL INDEX KEY: 0000006885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 760407711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14035 FILM NUMBER: 525970 BUSINESS ADDRESS: STREET 1: 10201 MAIN ST CITY: HOUSTON STATE: TX ZIP: 77025 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 10201 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77025 FORMER COMPANY: FORMER CONFORMED NAME: APPAREL RETAILERS INC DATE OF NAME CHANGE: 19930908 8-K 1 FORM 8-K UNITED STATES 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 February 7, 2000 (Date of Report, date of earliest event reported) Stage Stores, Inc. (Exact name of registrant as specified in its charter) Commission file number 001-14035 DELAWARE 76-0407711 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identifications No.) 10201 Main Street, Houston, 77025 Texas (Zip Code) (Address of principal executive offices) (713) 667-5601 (Registrant's telephone number, including area code) Not Applicable (Former name or address, if changed since last report) ITEM 5. Other Events. The fifth amendment agreement dated as of February 3, 2000 by and among Specialty Retailers, Inc., Stage Stores, Inc., the banks named therein and Credit Suisse First Boston to the Credit Agreement dated as of June 17, 1997 is attached hereto as Exhibit 99.1. ITEM 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 4.1 Fifth amendment agreement dated as of February 3, 2000 by and among Specialty Retailers, Inc., Stage Stores, Inc., the banks named therein and Credit Suisse First Boston to the Credit Agreement dated as of June 17, 1997. 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, thereunto duly authorized. STAGE STORES, INC. February 7, 2000 /s/ James A. Marcum (Date) James A. Marcum Vice Chairman and, Chief Financial Officer EX-4.1 2 FIFTH AMENDMENT AGREEMENT This FIFTH AMENDMENT AGREEMENT, dated as of February 3, 2000 (the "Agreement"), is among Specialty Retailers, Inc. (the "Borrower"), Stage Stores, Inc. (the "Parent"), the banks named therein (the "Banks") and Credit Suisse First Boston, as Administrative Agent, Collateral Agent, Swingline Bank and L/C Bank (the "Administrative Agent"). PRELIMINARY STATEMENT WHEREAS, the Borrower, the Parent, the Banks and the Administrative Agent are parties to the Credit Agreement, dated as of June 17, 1997, as amended through the date hereof (the "Credit Agreement"); WHEREAS, the Borrower has requested the amendment of certain provisions set forth in the Credit Agreement; WHEREAS, the Banks have agreed to amend the specific provisions set forth herein under the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. SECTION 2. Amendments. The Banks hereby agree to amend the Credit Agreement as follows: (a) The definition of "Consolidated EBITDA" in Section 1.1 of the Credit Agreement is hereby amended by deleting clause (vii) and adding the following before the "." at the end thereof: ", plus (vii) special charges for restructuring (consisting of store closures, downsizing and inventory valuation reserves) of up to $65,000,000 in the aggregate taken in the fourth quarter of fiscal year 1999 and the first two fiscal quarters of fiscal year 2000 as specified on Schedule 1 to the Fifth Amendment Agreement, dated as of February 3, 2000, plus (viii) executive severance payments pursuant to the current terms of existing employment contracts." (b) The definition of "Interest Period" in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraphs (i) and (ii) replacing them with: "(i) initially, the period commencing on the borrowing or the conversion date as the case may be, with respect to such Eurodollar Loan and ending on the numerically corresponding calendar day in the calendar month that is one month thereafter, as selected by the Borrower in its Notice of Borrowing; Notice of Conversion or Notice of Continuation, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one month thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;" (c) The definition of "Margin Percentage" in Section 1.1 of the Credit Agreement is hereby amended by (i) amending Category 6 and adding a new Category 7, each as set forth below Adjusted Commitment Eurodol Base Leverage Fee Per lar Rate Ratio centage Margin Margin Category 6 <= 5.0 to 1 0.50% 3.0% 2.0% and > 4.5 to 1 Category 7 >5.0 to 1 0.50% 3.25% 2.25% and (ii) by replacing the words "Category 5" at the end of clause (ii) in the first proviso with the words "Category 7". (d) The definition of "Retained Equity Proceeds" in Section 1.1 of the Credit Agreement is hereby amended by replacing "January 31, 2000" with "and thereafter" in the second sentence. (e) Section 2.6(c) of the Credit Agreement is hereby amended by replacing "Base Rate Margin Percentage for Category 5" with "the Base Rate and the highest Base Rate Margin Percentage applicable". (f) Section 2.12(a) of the Credit Agreement is hereby amended by deleting the following parenthetical phrase contained therein: "(other than an Asset Sale permitted under Section 6.13)". (g) The second sentence of Section 2.12(e) of the Credit Agreement is hereby amended by replacing "January 31, 2000" with "and thereafter". (h) Section 2.12(f) of the Credit Agreement is hereby amended by deleting the second proviso and replacing it with the following: "; provided further, that from the effective date of the Fifth Amendment Agreement, dated as of February 3, 2000, through July 31, 2000, for the twelve month period ending July 31, 2000, the Borrower shall prepay, repay or not borrow the Revolving Loans and Swingline Loans so as to cause the aggregate outstanding principal amount of Revolving Loans and Swingline Loans not to exceed $80,000,000 during a period of not less than thirty consecutive days during such period". (i) The Credit Agreement is hereby amended by adding the following new Section 5.1(l): "(l) Weekly Cash Flow Reports. Within 3 business days after the close of each calendar week, a cash flow report for the preceding week and a cash flow projection for not less than the next five weeks thereafter, in each case in form, substance and detail reasonably satisfactory to the Required Banks." (j) Section 6.1(a) (i) of the Credit Agreement is hereby amended by deleting the grid set forth therein and replacing it with the following: Date Ratio "From February 3, 2001 and thereafter 4.5:1" (k) Section 6.1(a) (ii) of the Credit Agreement is hereby amended by deleting the grid set forth therein and replacing it with the following: Date Ratio "From February 3, 2001 and thereafter 4.0:1" (l) Section 6.1(b) of the Credit Agreement is hereby amended by deleting the grid set forth therein and replacing it with the following: Four Fiscal Quarters Ending On Ratio "February 3, 2001 2.24:1 From May 5, 2001 and thereafter 2.25:1" (m) Section 6.1(c) of the Credit Agreement is hereby amended by deleting the grid set forth therein and replacing it with the following: Date Ratio "From February 3, 2001 and thereafter 1.25:1" (n) Section 6.1(d) of the Credit Agreement is hereby amended by deleting the grid set forth therein and replacing it with the following: Fiscal Year Ending Closest to December 31 Maximum Amount "2000 $15,000,000 2001 $20,000,000 plus 2/3 of the Retained Equity Proceeds not to exceed $76,000,000 2002 $20,000,000 plus 2/3 of the Retained Equity Proceeds not to exceed $84,000,000" (o) The Credit Agreement is hereby amended by adding the following new Section 6.1(e): "(e) Minimum Consolidated EBITDA. The Parent shall not permit the Consolidated EBITDA as determined on a cumulative basis for the periods beginning on January 30, 2000, and ending on the last day of each fiscal quarter ending on a date set forth below (in each case taken as one accounting period), to be less than the amount set forth opposite such date: Minimum Consolidated Date EBITDA First Quarter $8,000,000 Second Quarter $20,000,000 Third Quarter $36,000,000" (p) The Credit Agreement is hereby amended by adding the following new Section 6.17: "6.17 Receivables Program. The Borrower shall not take any action to diminish the equity value of the Receivables Subsidiary other than to pay dividends in the ordinary course of business consistent with past practice and will continue to operate the Receivables Subsidiary in the ordinary course of business consistent with past practice." SECTION 3. Interest Rate Payable. Anything to the contrary contained in the Credit Agreement notwithstanding, interest shall be payable monthly on the last Business Day of each month, provided, however, that if the Borrower is in full compliance with all covenants in the Credit Agreement at the end of the fourth quarter of fiscal year 2000, then interest shall be payable quarterly on the last Business Day of each quarter thereafter. SECTION 4. Waiver of Default. Upon the effectiveness of this Agreement, any Default or Event of Default existing under Section 6.1 (a), (b) or (c) of the Credit Agreement for the fiscal year ended January 29, 2000 is hereby waived by the Banks. SECTION 5. Representations and Warranties; No Defaults. Each Loan Party hereby represents and warrants that after giving effect to the amendments set forth in Section 2 of this Agreement and the waiver set forth in Section 4 of this Agreement, (a) the representations and warranties contained in the Credit Agreement and Loan Documents are correct on the effective date of this Agreement, and (b) no Default or Event of Default has occurred or is continuing on the date hereof and on the effective date of this Agreement. SECTION 6. Counterparts. This Agreement (a) may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, (b) shall be effective only in this specific instance for the specific purpose set forth herein, and (c) does not allow any other or further departure from the terms of the Credit Agreement or the Loan Documents, which terms shall continue in full force and effect. SECTION 7. Conditions to Effectiveness. This Agree ment shall become effective as of the date hereof when (a) copies hereof, when taken together, bearing the signatures of each of the Loan Parties and the Required Banks have been received by the Administrative Agent, (b) an amendment fee of 0.50% of the Commitments of the Banks (the "Executing Banks") who have returned executed signature pages of this Agreement to the Administrative Agent by 6:00 p.m. New York City time on Wednesday, February 2, 2000 has been received from the Borrower by the Administrative Agent, (c) an administrative fee of $100,000 has been received from the Borrower by the Administrative Agent, (d) the fees of Skadden, Arps, Slate, Meagher & Flom, LLP, and Arthur Andersen LLP incurred in connec tion with this Agreement have been paid in full, and each has been paid a retainer of $100,000 for future services to be rendered in connection with the Credit Agreement, and (e) Alco Capital shall have been paid a retainer of $50,000 for future services to be rendered in connection with the Credit Agreement. SECTION 8. Corporate Aircraft. Within 120 days of the effective date of this Agreement, the Borrower shall sell its Hawker 400 for a fair value price, provided, however, that the Borrower shall not be obligated to sell the Hawker 400 unless the fair value price exceeds the Borrower's obligations under its lease with General Electric Capital Corporation. The net consideration received from the sale of the Hawker 400 will be used by the Borrower to pay down the Revolving Loans and will permanently reduce the Total Revolving Loan Commitment. SECTION 9. Acknowledgments, Releases and Defenses. Each Loan Party hereby (i) acknowledges and confirms that the Administrative Agent and the Banks have performed fully all of their respective obligations under the Credit Agreement and the other Loan Documents and the instruments and agreements referred to therein; (ii) releases the Administrative Agent, the Banks, and the Administrative Agent's and Banks' respective officers, directors, employees, agents, attorneys, affiliates, subsidiaries and representatives from any an all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof; (iii) acknowledges that it has no offsets or defenses to its obligations under the Credit Agreement and the other Loan Documents; and (iv) ratifies, acknowledges and affirms its obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts borrowed thereunder. Except as otherwise specified herein, there is no amendment of any other term, condition or provision of the Credit Agreement all of which are hereby ratified and confirmed by the Borrower and the Parent. SECTION 10. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all as of the date and year first written above. SPECIALTY RETAILERS, INC. By: /s/ Charles M. Sledge Name: Charles M. Sledge Title: SVP, Finance & Treasurer STAGE STORES, INC. By: /s/ Charles M. Sledge Name: Charles M. Sledge Title: SVP, Finance & Treasurer CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Collateral Agent, Swingline Bank and L/C Bank By: /s/ Jan Kofol Name: Jan Kofol Title: Director By: /s/ Didier Siffer Name: Didier Siffer Title: Vice President BANK UNITED By: /s/ Gordon Kovacs Name: Gordon Kovacs Title: Senior Special Assets Manager BANQUE WORMS CAPITAL CORPORATION By: /s/ F. Gamet Name: F. Garnet Title: Senior Vice President By: /s/ Michele Fleming Name: F. Garnet Title: General Counsel BANQUE PARIBAS HOUSTON AGENCY By: /s/ Albert A. Young Jr. Name: Albert A. Young Jr. Title: Director By: /s/ Amy Kirschner Name: Amy Kirschner Title: Vice President BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC. F.K.A. Creditanstalt Corporate Finance, Inc. By: /s/ A. W. Seidel Name: A. W. Seidel Title: Senior Vice President By: /s/ Jane E. Erdtman Name: Jane E. Erdtman Title: Vice President HIBERNIA NATIONAL BANK By: /s/ Christopher Pitre Name: Christopher Pitre Title: Vice President IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION By: /s/ Renee Faber Name: Renee Faber Title: Assistant Vice President ROYAL BANK OF SCOTLAND By: /s/ Grant Stoddart Name: Grant Stoddart Title: EVP The Americas THE FUJI BANK, LIMITED By: /s/ Hirashi Nagamine Name: Hirashi Nagamine Title: Vice President & Senior Team Leader UNION BANK OF CALIFORNIA, N.A. By: /s/ Richard P. Degrey Name: Richard P. Degrey Title: Vice President FIRST COMMERCIAL BANK By: /s/ Vincent T. C. Chen Name: Vincent T. C. Chen Title: SVP and General Manager KZH CNC LLC By: /s/ Peter Chin Name: Peter Chin Title: Authorized Agent [STEIN, ROE & FARNHAM / KEYPORT LIFE] By: /s/ James R. Fellows Name: James R. Fellows Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----