8-K 1 0001.txt 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 24, 2000 Gottschalks Inc. ________________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware 1-09100 77-0159791 -------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS of Incorporation) Identification No.) 7 River Park Place East, Fresno, California 93720 __________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (559) 434-4800 Not Applicable __________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report.) Item 2. Acquisition or Disposition of Assets Pursuant to an asset purchase agreement dated as of April 24, 2000, as amended as of May 16, 2000, on July 24, 2000 Gottschalks Inc. ("Gottschalks") acquired the leasehold interests and certain store fixtures and equipment in 37 department stores from bankrupt Lamont's Apparel, Inc. ("Lamonts"), for a cash purchase price of approximately $20.1 million. The purchase price was determined through arms' length negotiations between Gottschalks and Lamonts. Gottschalks financed the acquisition with a new $10.0 million term loan from Heller Financial Leasing, Inc. and borrowings under its pre-existing revolving credit facility with Congress Financial Corporation (Western). Concurrent with the closing of the transaction, Gottschalks agreed to the termination of one of the newly-acquired department store leases in exchange for $2.5 million in cash. Subsequent to the closing, Gottchalks sold another one of the newly- acquired department store leases and related fixtures and equipment for $20,000 in cash, and agreed to the termination of another one of the newly-acquired department store leases for no cash consideration. Lamonts liquidated its merchandise inventories and closed its stores at various dates through July 2, 2000. Gottschalks plans to convert the stores to the Gottschalks banner, and re- open them in stages beginning in late August, with all stores open by mid-September. In the meantime, Gottschalks is acquiring merchandise inventory for the new locations, completing certain tenant improvements, purchasing new fixtures, modifying the store layouts to conform to the Gottschalks model, hiring and training store associates, installing point-of- sale computer equipment, advertising the grand opening of the new stores and soliciting new customers. Prior to the acquisition, Gottschalks operated forty-two department stores and nineteen specialty apparel stores throughout California, and in Washington, Oregon and Nevada. The acquisition of the 34 new stores, which are located in five Western states (19 in Washington, seven in Alaska, five in Idaho, two in Oregon and one in Utah), significantly expands Gottschalks presence in the Pacific Northwest. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired; The Company is presently evaluating whether such financial information will be required. In the event such information is required, it will be filed by amendment not later than 60 days after the date which this current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information: See (a) above. (c) Exhibits: 2.1 Asset Purchase Agreement dated as April 24, 2000 by and between Gottschalks Inc. and Lamonts Apparel, Inc. * 2.2 Amendment No. 1 to Asset Purchase Agreement dated as of May 16, 2000 by and between Gottschalks Inc. and Lamonts Apparel, Inc. * Filed with the Company's Annual Report on Form 10-K dated January 29, 2000 (File No. 1-09100). 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. Gottschalks Inc. (Registrant) August 7, 2000 /s/ James R. Famalette President and Chief Executive Officer