SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
March 5, 1997
J. BAKER, INC.
(Exact name of Registrant as Specified in Charter)
Massachusetts 0-14681 04-2866591
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification number)
555 Turnpike Street, Canton, Massachusetts 02021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 828-9300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On March 5, 1997, the Company sold substantially all of the assets of
its Shoe Corporation of America ("SCOA") division to an entity formed by CHB
Capital Partners of Denver, Colorado and Dennis B. Tishkoff, President of SCOA
and certain members of SCOA management (collectively "CHB"), for net cash
proceeds of approximately $40,000,000. The transaction involved the transfer to
CHB of the SCOA division's inventory, fixed assets, intellectual property and
license agreements for the various department and specialty store chains
serviced by SCOA and the assumption by CHB of certain liabilities of the SCOA
division.
On March 11, 1997, the Company completed the sale of its Parade of
Shoes division to Payless ShoeSource, Inc. of Topeka, Kansas ("Payless") for net
cash proceeds of approximately $20,000,000. The transaction involved the
transfer of the Parade of Shoes store leases, inventory, fixed assets and
intellectual property to Payless and the assumption by Payless of certain
liabilities of the Parade of Shoes division.
The net cash proceeds received by the Company from both the SCOA and
Parade of Shoes transactions, after funding of escrow indemnity accounts and
payment of related expenses and payables, were approximately $60 million and
were used to pay down the Company's bank debt pursuant to the Revolving Credit
and Loan Agreement between J. Baker, Inc., JBI, Inc. and Fleet National Bank, as
agent (the "Credit Agreement"). Upon consummation of the aforementioned
transactions, the Company's aggregate commitment amount under the Credit
Agreement was reduced from $205 million to $145 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
(a) Not applicable.
(b) Pro Forma Financial Information: The Forma Financial Information
required by Article 11 of Regulation S-X will be filed by amendment
within the time period set forth in Item 7 of Form 8-K.
(c) Exhibits:
(2.1) Asset Purchase Agreement, dated as of March 5, 1997 by and
between Shoe Corporation of America, Inc. and JBI, Inc.
Schedules to the Asset Purchase Agreement have been omitted.
The Company agrees to furnish supplementally a copy of any
Schedule to the Commission upon request.
(2.2) Asset Purchase Agreement dated as of January 13, 1997 between
Payless ShoeSource, Inc. and JBI, Inc. and J. Baker, Inc..
Schedules to the Asset Purchase Agreement have been omitted.
The Company agrees to furnish supplementally a copy of any
Schedule to the Commission upon request.
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.
J. BAKER, INC.
By:/s/ Alan I. Weinstein
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Alan I. Weinstein
President and Chief Executive Officer
Date: Canton, Massachusetts
March 20, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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EXHIBITS
Filed with
Current Report on Form 8-K
of
J. BAKER, INC.
555 Turnpike Street
Canton, MA 02021
Dated March 20, 1997
INDEX TO EXHIBITS
Exhibit
Numbers
(2.1) Asset Purchase Agreement, dated as of March 5, 1997 by *
and between Shoe Corporation of America, Inc. and JBI, Inc.
Schedules to the Asset Purchase Agreement have been omitted.
The Company agrees to furnish supplementally a copy of
any Schedule to the Commission upon request.
(2.2) Asset Purchase Agreement dated as of January 13, 1997 *
between Payless ShoeSource, Inc. and JBI, Inc. and J.
Baker, Inc.. Schedules to the Asset Purchase Agreement
have been omitted. The Company agrees to furnish
supplementally a copy of any Schedule to the Commission
upon request.
* Enclosed herein