-----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, CFsRda8xO22Jm9uh0xxHef8pOBtiP5lEN6qR4vN7/39RykGHagAl6GbdkevBzoT9 /T62OxNBcE9qbdZno/w0Dg== 0000910620-04-000004.txt : 20040112 0000910620-04-000004.hdr.sgml : 20040112 20040112163015 ACCESSION NUMBER: 0000910620-04-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040112 ITEM INFORMATION: Other events FILED AS OF DATE: 20040112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICKES INC CENTRAL INDEX KEY: 0000910620 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 363554758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14967 FILM NUMBER: 04520964 BUSINESS ADDRESS: STREET 1: 706 N DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8473673400 MAIL ADDRESS: STREET 1: 706 NORTH DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: WICKES LUMBER CO /DE/ DATE OF NAME CHANGE: 19930813 8-K 1 a8kjan12.txt JAN 12, PRESS RELEASE 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 Date of Report - January 12, 2004 (Date of Earliest Event Reported) WICKES INC. --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File No. 1-14967 Delaware 36-35544758 - --------------------------- ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 706 North Deerpath Drive, Vernon Hills, Illinois 60061 ------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (847) 367-3400 ------------------- 2 Item 5. Other Events. On January 12, 2004, the Company announced that it has terminated its offer to exchange for each $1,000 principal amount of its senior subordinated notes tendered, either (i) $500 in cash and $250 principal amount of new 10% Convertible Notes due 2007, (ii) $1,250 principal amount of new convertible notes, or (iii) $650 in cash. The conditions precedent to completing the exchange offer set forth in the Offering Memorandum have not been met and the Company has therefore terminated the exchange offer. Any notes tendered and not withdrawn will be returned to holders. The Company also announced that it has retained the services of Bridge Associates LLC, a nationally recognized restructuring firm, to assist the board of directors and senior management in developing and implementing strategies intended to secure the long term viability of its operations. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated January 12, 2004 3 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. Date: January 12, 2004 WICKES INC. By: /s/ James Hopwood ----------------- James Hopwood Chief Financial Officer EX-99 2 a8kjn12pr.txt JANUARY 12 PRESS RELEASE Exhibit 99.1 AT THE COMPANY: WICKES INC. Jim Hopwood 706 NORTH DEERPATH DRIVE Chief Financial Officer VERNON HILLS, IL 60061 (847) 367-3552 OTCBB: WIKS.OB WICKES INC. TERMINATES EXCHANGE OFFER; RETAINS BRIDGE ASSOCIATES Vernon Hills, IL January 12, 2004 - Wickes Inc. (OTCBB: WIKS.OB), a leading distributor of building materials and manufacturer of value-added building components, announced today that the Company has terminated its offer to exchange for each $1,000 principal amount of its senior subordinated notes tendered, either (i) $500 in cash and $250 principal amount of new 10% Convertible Notes due 2007, (ii) $1,250 principal amount of new convertible notes, or (iii) $650 in cash. As of January 9, 2004 at 5:00 p.m. New York City time, the expiration of the exchange offer, holders of $10,729,000, or approximately 50.8 percent, of the outstanding principal amount of senior subordinated notes had tendered their notes for exchange. This amount includes $3,549,515 principal amount of senior subordinated notes tendered by the largest holder of notes, Barry Segal of Bradco Supply, representing approximately 16.8 percent of the outstanding senior subordinated notes. The conditions precedent to completing the exchange offer set forth in the Offering Memorandum have not been met and the Company has therefore terminated the exchange offer. Any notes tendered and not withdrawn will be returned to holders. The Company also announced that it has retained the services of Bridge Associates LLC, a nationally recognized restructuring firm, to assist the board of directors and senior management in developing and implementing strategies intended to secure the long term viability of its operations. Commenting on the recent events, Jim O'Grady, Wickes President and Chief Executive Officer stated, "While the Wickes team worked diligently to make the exchange offer a success, the lack of response from a large number of senior subordinated note holders was very disappointing." Mr. O'Grady added, "We are pleased that Bridge Associates has committed to work with the Wickes management team to quickly develop alternative solutions to improve our capital structure and operations. Our bank group is in support of these actions and I expect to be in a position to comment further in the near future." This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company's ability to control. The Company cautions shareholders and prospective investors that the following factors may cause actual results to differ materially from those indicated by the forward-looking statements: costs of materials sold; changes in selling prices; competition within the building materials supply industry; the effects of economic conditions; as well as other factors set forth in the Company's Form 10-K, its Form 10-Qs, the Offering Memorandum relating to the Company's senior subordinated note exchange offer and other documents which are on file with the Securities and Exchange Commission. WICKES INC. is a leading distributor of building materials and manufacturer of value-added building components in the United States, serving primarily building and remodeling professionals. The Company distributes materials nationally and internationally, operating building centers in the Midwest, Northeast and South. The Company's building component manufacturing facilities produce value-added products such as roof trusses, floor systems, framed wall panels, pre-hung door units and window assemblies. Wickes Inc.'s web site, http://www.wickes.com, offers a full range of valuable services about the building materials and construction industry. -----END PRIVACY-ENHANCED MESSAGE-----