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) December 4, 1994
Montgomery Ward Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-17540 36-3571585
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
Montgomery Ward Plaza, Chicago, Illinois 60671
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 467-2000
(Former name or former address, if changed since last report)
Exhibit Index at Page 5
Item 5. Other Information
On December 4, 1994, Montgomery Ward & Co., Incorporated ("MW"), a
wholly-owned subsidiary of the Company, entered into a letter of intent with
ValueVision International, Inc. ("ValueVision") to enter into an equity and
license service agreement (the "Agreement"). The proposed Agreement is
subject to final negotiation, and will require the approval of MW's Board of
Directors, ValueVision's Board of Directors and Shareholders, receipt by
ValueVision of a fairness opinion and regulatory approvals, finalization of a
cable carriage agreement with Time Warner Communications, Inc., completion of
due diligence and completion of definitive documentation. There can be no
assurance that such conditions will be satisfied. Under the proposed
Agreement, MW will purchase 1,280,000 unregistered shares of common stock of
ValueVision (the "Shares") at $6.25 per share, which represents approximately
4.7% of the issued and outstanding shares of common stock of ValueVision, and
will receive warrants to purchase an additional 25 million shares of common
stock of ValueVision with exercise prices ranging from $6.50 to $17.00 per
share, with an average exercise price of $9.16 per share. In the event of the
exercise of all Warrants, MW will own more than 49% of the currently
outstanding shares of common stock. The Warrants will not be exercisable in
the first two years of the proposed Agreement, except under certain
circumstances, including commencement of a tender offer or announcement of a
merger that would result in a change in control of ValueVision. After the
first two years of the Agreement, MW may accelerate the vesting of the
Warrants by exercising all, but not less than all, of the Warrants. MW will
have certain preemptive purchase rights to maintain its equity position,
certain demand and piggyback registration rights and will receive two seats on
ValueVision's Board of Directors, which will be increased to seven members.
The Agreement will also contain a standstill provision.
Under the proposed Agreement, MW will grant ValueVision the exclusive
right, during the term of the Agreement, to offer products and services of MW
and its affiliates via television home shopping (defined as the format
currently used by ValueVision) and a license to use trade and servicemarks of
MW and its affiliates in connection therewith during the term of the
Agreement. The proposed Agreement will include a credit card agreement which,
during the term of the Agreement, will allow the Montgomary Ward credit card
holders to use their Montgomery Ward credit cards to purchase any product or
service offered for sale by ValueVision. Unless earlier terminated, the term
of the Agreement will be no less than 10 years and no more than 20 years, such
definitive term to be negotiated in the Agreement. The proposed Agreement
will be subject to numerous conditions, including termination by ValueVision
in the event that ValueVision does not obtain a sufficient number of new cable
homes during each of the first four years of the proposed Agreement.
On December 5, 1994, MW and ValueVision jointly issued a press release
with respect to the foregoing.
The Letter of Intent and the Press Release are attached as Exhibits 1
and 2 hereto, respectively, and are incorporated herein by reference. The
foregoing descriptions are qualified in their entirety by reference to such
Exhibits.
Item 6. Exhibits
1. Letter of Intent by and between Montgomery Ward & Co.,
Incorporated and ValueVision International, Inc. dated as of
December 4, 1994.
2. Press Release jointly issued by Montgomery Ward & Co.,
Incorporated and ValueVision International, Inc. on December 5,
1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
issuer has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONTGOMERY WARD HOLDING CORP.
December 15, 1994
By: /s/ John L. Workman
John L. Workman
Chief Financial Officer
and Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description Page No.
1. Letter of Intent by and between Montgomery Ward &
Co., Incorporated and ValueVision International,
Inc. dated as of December 4, 1994.
2. Press Release issued jointly by Montgomery Ward &
Co., Incorporated and ValueVision International,
Inc. on December 5, 1994.