As filed with the Securities and Exchange Commission on August 27, 2013
Registration No. 333-133184
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 10
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE NEIMAN MARCUS GROUP, INC.
(Exact name of registrant as specified in its charter)
(see table of additional registrants)
Delaware | | 5311 | | 95-4119509 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
One Marcus Square,
1618 Main Street,
Dallas, Texas 75201,
(214) 743-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Tracy M. Preston, Esq. | | Robert P. Davis, Esq. |
The Neiman Marcus Group, Inc. | | Cleary Gottlieb Steen & Hamilton LLP |
One Marcus Square, 1618 Main Street | | One Liberty Plaza |
Dallas, Texas 75201 | | New York, New York 10006 |
(214) 743-7600 | | (212) 225-2670 |
(Name, address, including zip code, and telephone number, | | (Copies of all communications, including |
including area code, of agent for service) | | communications sent to agent for service) |
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | | Accelerated filer o |
Non-accelerated filer x (Do not check if a smaller reporting company) | | Smaller reporting company o |
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Exact Name of Registrant as Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization | | Primary Standard Industrial Classification Code Number | | I.R.S. Employer Identification Number | | Address, including Zip Code and Telephone Number, including Area Code, of Agent for Service, of Registrant’s Principal Executive Offices |
Neiman Marcus, Inc. | | Delaware | | 5311 | | 20-3509435 | | 1618 Main St. Dallas, TX 75201 214-743-7600 |
NM Financial Services, Inc. | | Delaware | | 5311 | | 86-0862446 | | 3200 Las Vegas Blvd. Las Vegas, NV 89109 702-731-3636 |
BergdorfGoodman.com, LLC | | Delaware | | 5311 | | 20-1470289 | | 1618 Main St. Dallas, TX 75201 214-743-7600 |
Bergdorf Goodman, Inc. | | New York | | 5311 | | 13-0485530 | | 754 Fifth Ave. New York, NY 10019 212-753-7300 |
Bergdorf Graphics, Inc. | | New York | | 5311 | | 13-2739271 | | 754 Fifth Ave. New York, NY 10019 212-753-7300 |
NEMA Beverage Corporation | | Texas | | 5311 | | 75-2323412 | | 1618 Main St. Dallas, TX 75201 214-741-6911 |
NEMA Beverage Holding Corporation | | Texas | | 5311 | | 75-2849264 | | 1618 Main St. Dallas, TX 75201 214-741-6911 |
NEMA Beverage Parent Corporation | | Texas | | 5311 | | 75-2849262 | | 1618 Main St. Dallas, TX 75201 214-741-6911 |
Worth Avenue Leasing Company | | Florida | | 5311 | | 04-3435996 | | 1618 Main St. Dallas, TX 75201 214-741-6911 |
NMGP, LLC | | Virginia | | 5311 | | 06-1701558 | | 1618 Main St. Dallas, TX 75201 214-741-6911 |
NM Nevada Trust | | Massachusetts | | 5311 | | 04-3343700 | | 3200 Las Vegas Blvd. Las Vegas, NV 89109 702-731-3636 |
DEREGISTRATION OF SECURITIES
As originally filed, this registration statement registered under the Securities Act of 1933, as amended, resales of two series of debt securities, each issued by The Neiman Marcus Group, Inc. and guaranteed by the other registrants named herein: the 9%/9 ¾% Senior Notes due 2015 (the “senior notes”) and the 10 3/8% Senior Subordinated Notes due 2015 (the “senior subordinated notes”). After all senior notes were retired, this registration statement was updated through Post-Effective Amendment No. 8 to withdraw the senior notes not previously sold thereunder from registration.
All senior subordinated notes have now been retired as well, and the registrants hereby deregister, by means of this Post-Effective Amendment No. 10, the senior subordinated notes, to the extent not previously sold hereunder, and all guarantees of securities not previously sold hereunder.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Neiman Marcus Group, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| THE NEIMAN MARCUS GROUP, INC. |
| | |
| | |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Neiman Marcus, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NEIMAN MARCUS, INC. |
| | |
| | |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NM Financial Services, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NM FINANCIAL SERVICES, INC. |
| | |
| | |
| By: | /s/ Kim Yee |
| | Kim Yee |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BergdorfGoodman.com, LLC has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| BERGDORFGOODMAN.COM, LLC |
| | |
| | |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bergdorf Goodman, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| BERGDORF GOODMAN, INC. |
| | |
| | |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bergdorf Graphics, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| BERGDORF GRAPHICS, INC. |
| | |
| | |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NEMA BEVERAGE CORPORATION |
| |
| |
| By: | /s/ Kim Yee |
| | Kim Yee |
| | President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Holding Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NEMA BEVERAGE HOLDING CORPORATION |
| |
| |
| By: | /s/ Kim Yee |
| | Kim Yee |
| | President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Parent Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NEMA BEVERAGE PARENT CORPORATION |
| |
| |
| By: | /s/ Kim Yee |
| | Kim Yee |
| | President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Worth Avenue Leasing Company has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| WORTH AVENUE LEASING COMPANY |
| |
| |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NMGP, LLC has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NMGP, LLC |
| |
| |
| By: | /s/ James E. Skinner |
| | James E. Skinner |
| | Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NM Nevada Trust has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.
| NM NEVADA TRUST |
| |
| |
| By: | /s/ Kim Yee |
| | Kim Yee |
| | Vice President |
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