-----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, SSI74c5NI4rlHmOj1M+TgFu85AQclCYuna5JJY0G4cFNkqDe1ePdc3OfWq/sBk8Z YnBUBrpWwk3esfZ/f9wrUA== 0000006885-99-000005.txt : 19990201 0000006885-99-000005.hdr.sgml : 19990201 ACCESSION NUMBER: 0000006885-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990129 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: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14035 FILM NUMBER: 99515865 BUSINESS ADDRESS: STREET 1: 10201 MAIN ST CITY: HOUSTON STATE: TX ZIP: 77025 BUSINESS PHONE: 7138384244 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 January 28, 1999 (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. A press release regarding the Company announcing a credit agreement amendment and certain other matters was issued by the Company on January 27, 1999 and is attached hereto as Exhibit 99.1. The fourth amendment agreement dated as of January 27, 1999 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 99.2. ITEM 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press release dated January 27, 1999 issued by the Company. 99.2 Fourth Amendment Agreement dated as of January 27, 1999 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. January 28, 1999 /s/ James A. Marcum (Date) James A. Marcum Vice Chairman and, Chief Financial Officer EX-99.1 2 Exhibit 99.1 NEWS RELEASE CONTACT: Bob Aronson Director of Investor Relations (800) 579-2302 FOR IMMEDIATE RELEASE STAGE STORES, INC. ANNOUNCES CREDIT AGREEMENT AMENDMENT ______________________________ HOUSTON, TX, January 27, 1999 -- Stage Stores, Inc. (NYSE: SGE) today announced that the Company and its bank lending group have amended certain provisions contained within its $200 million revolving credit facilities. The amendment, which is effective immediately, revises the various financial covenants as well as the clean down provision contained in the credit agreement. The amendment spans a five-quarter period, from the quarter ending January 30, 1999 through the quarter ending January 29, 2000. Commenting on the amendment, James A. Marcum, Vice Chairman and Chief Financial Officer, stated, "We continue to receive a very high level of support and cooperation from our senior lenders. This amendment reaffirms our strong relationship with them and demonstrates their confidence in Stage and in our long term prospects." Mr. Marcum, concluded, "This amendment will allow us to fully focus our attention on executing our business plan and enhance our position as small town America's leading retailer of branded family apparel." Stage Stores, Inc. brings nationally recognized brand name family apparel, accessories, cosmetics and footwear to small towns and communities throughout the United States. The company currently operates 679 stores in 34 states, primarily under the Stage, Bealls and Palais Royal trade names. Any statements in this press release that may be considered forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are discussed in periodic reports filed by the Company with the Securities and Exchange Commission that the Company urges investors to consider. # # # EX-99.2 3 FOURTH AMENDMENT AGREEMENT This FOURTH AMENDMENT AGREEMENT, dated as of January 27, 1999 (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 inserting the following at the end of the clause (vi) thereof: "plus (vii) to the extent shrinkage expense exceeds $15,200,000 in fiscal year 1998 and is deducted in the calculation of Consolidated Net Income for such period, the amount of such excess up to $4,250,000 in the fourth quarter of fiscal year 1998." (b) The definition of "Consolidated Net Income" in Section 1.1 of the Credit Agreement is hereby further amended by replacing the words "fourth quarter of fiscal year 1998" with the words "fourth quarter of fiscal year 1999". (c) The definition of "Excess Cash Flow" in Section 1.1 of the Credit Agreement is hereby amended by replacing the words "fourth quarter of fiscal year 1998" in clause (x) thereof with the words "fourth quarter of fiscal year 1999". (d) The definition of "Margin Percentage" in Section 1.1 of the Credit Agreement is hereby amended by (i) amending Category 5 and adding a new Category 6, each as set forth below: Adjusted Commitment Euro- Base Leverage Fee Per dollar Rate Ratio centage Margin Margin Category 5 < or = 4.5 to 1 0.50% 2.25% 1.25% and > 4.0 to 1 Category 6 >4.5 to 1 0.50% 2.75% 1.75% and (ii) by replacing the words "Category 5" at the end of clause (ii) in the first proviso with the words "Category 6". (e) Section 2.12(a) of the Credit Agreement is hereby amended by inserting the following after the words "Asset Sale" in the third line thereof: "(other than an Asset Sale permitted under Section 6.13)" (f) Section 2.12(f) of the Credit Agreement is hereby amended by adding the following before the "." at the end thereof: "provided further, that from the effective date of the Fourth Amendment Agreement, dated as of January 27, 1999 through July 31, 1999, for the twelve month period ending July 31, 1999, 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 $70,000,000 during a period of not less than thirty consecutive days during such period". (g) 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 the Closing Date until July 31, 1998 4.5:1 October 31, 1998 5.1:1 January 30, 1999 6.5:1 May 1, 1999 8.7:1 July 31, 1999 8.4:1 October 30, 1999 7.3:1 January 29, 2000 and thereafter 4.5:1" (h) 6.01(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 the Closing Date until October 31, 1998 4.0:1 January 30, 1999 5.0:1 May 1, 1999 6.8:1 July 31, 1999 6.5:1 October 30, 1999 5.7:1 January 29, 2000 and thereafter 4.0:1" (i) 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 "From the Closing Date until October 31, 1998 2.25:1 January 30, 1999 1.80:1 May 1, 1999 1.30:1 July 31, 1999 1.30:1 October 30, 1999 1.50:1 January 29, 2000 and thereafter 2.25:1" (j) Section 6.01(c) of the Credit Agreement is hereby amended by deleting "1.25:1:" and replacing it with the following: "the ratio set forth below: Date Ratio From the Closing Date until January 30, 1999 1.25:1 May 1, 1999 1.05:1 July 31, 1999 1.05:1 October 30, 1999 1.05:1 January 29, 2000 and thereafter 1.25:1" (k) Section 6.13 of the Credit Agreement is hereby amended by adding before the "." at the end thereof, the words ", other than such transactions the Net Cash Proceeds of which in the aggregate do not exceed $10,000,000." Except as otherwise specified above, there is no amend ment 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 3. 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, (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 4. 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 5. 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 and (b) an amendment fee of 0.25% of the Commitments of the Banks who have returned executed signature pages of this Agreement to the Administrative Agent by 5:00 p.m. New York City time on Wednesday, January 27, 1999 has been received from the Borrower by the Administrative Agent. SECTION 6. 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/ Mark Hess Name: Mark Hess Title: Treasurer STAGE STORES, INC. By: /s/ James A. Marcum Name: James A. Marcum Title: Vice Chairman and Chief Financial Officer CREDIT SUISSE FIRST BOSTON, as Administrative Agent, Collateral Agent, Swingline Bank and L/C Bank By: /s/ Chris T. Horgan Name: Chris T. Horgan Title: Vice President By: /s/ Kristin Lepri Name: Kristin Lepri Title: Associate BEAR STEARNS INVESTMENT PRODUCTS INC. By: /s/ Harry Rosenberg Name: Harry Rosenberg Title: Authorized Signatory BANK UNITED By: /s/ Phil Green Name: Phil Green Title: Director - Commercial Syndication BANQUE WORMS CAPITAL CORPORATION By: /s/ C. deKlerk Name: C. deKlerk Title: Vice President By: /s/ F. Garnet Name: F. Garnet Title: Senior Vice President BANQUE PARIBAS HOUSTON AGENCY By: __________________________ Name: Title: By: __________________________ Name: Title: BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC. F.K.A. Creditanstalt Corporate Finance, Inc. By: /s/ Carl G. Drake Name: Carl G. Drake Title: Vice President By: /s/ Robert M. Direngor Name: Robert M. Direngor Title: Executive Vice President HIBERNIA NATIONAL BANK By: /s/ Troy J. Villafarra Name: Troy J. Villafarra Title: Senior Vice President IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION By: __________________________ Name: Title: ROYAL BANK OF SCOTLAND By: __________________________ Name: Title: THE FUJI BANK, LIMITED By: /s/ Teiji Teramoto Name: Teiji Teramoto Title: Vice President & Manager 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: Senior Vice President and General Manager KZH CNC LLC By: /s/ Dennis Kilden Name: Dennis Kilden Title: Authorized Agent -----END PRIVACY-ENHANCED MESSAGE-----