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): October 26,
1998
WHEREHOUSE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22289 95-4608339
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(State or other (Commission File (IRS
Employer
jurisdiction Number) Identification
No.)
of incorporation)
19701 Hamilton Avenue, Torrance, California 90502-
1334
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(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number including area code: (310) 538-
2314
(Former name or former address, if changed since last report.)
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On October 26, 1998, pursuant to a Stock Purchase
Agreement dated as of August 10, 1998, Wherehouse Entertainment,
Inc. (the "Registrant") acquired from Viacom International Inc.
(the "Seller") all the capital stock of certain retail music
subsidiaries of Seller (collectively, "Blockbuster Music") for a
purchase price of $117.7 million, subject to final adjustments.
The acquisition involves 378 Blockbuster Music stores operating
in 33 states. The purchase price was the result of arms length
negotiations between the Registrant and Seller. Registrant
intends to continue to operate the acquired stores, but will do
so under the Wherehouse name. Pursuant to a Transition License
Agreement, Registrant may continue to use certain trade names,
trademarks, or service marks used in the conduct of the
Blockbuster Music business for a limited time. (See Exhibit 2.2
hereto.)
The Registrant funded the acquisition with a combination
of
excess cash and the proceeds of a loan pursuant to a new loan
agreement entered into with its lender, Congress Financial Corp.
In the normal course of operations, Registrant
purchases products from subsidiaries of Seller. No other
material relationship exists between Seller and Registrant or any
of Registrant's directors or officers.
In connection with the acquisition, the Registrant and
Seller also entered into a Transition Services Agreement whereby
the Registrant may utilize certain services and facilities of
Seller for a transition period of up to one year following
October 26, 1998. (See Exhibit 2.3 hereto.)
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial
statements of the business acquired are not included herewith and
will be filed by amendment as soon as practicable, but not later
than 60 days after the date on which this Current Report on Form
8-K is required to be filed.
(b) Pro Forma Financial Information of Registrant. Pro forma
financial information is not included herewith and will be filed
by amendment as soon as practicable, but not later than 60 days
after the date on which this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
Exhibit
Number Description
2.1 Stock Purchase Agreement dated as of
August 10, 1998 by and among Wherehouse
Entertainment, Inc. and Viacom International Inc.
(incorporated herein by reference from
Registrant's Quarterly Report on Form 10-Q, dated
September 14, 1998).
2.2 Transition License Agreement dated as of
October 26, 1998 between Wherehouse Entertainment,
Inc., the Blockbuster Music subsidiaries, and
Blockbuster Entertainment Inc.
2.3 Transition Services Agreement dated as
of August 10, 1998 between Wherehouse
Entertainment, Inc. and Viacom International Inc.
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.
WHEREHOUSE ENTERTAINMENT, INC.
By: /s/ Robert S. Kelleher
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Robert S. Kelleher
Chief Financial Officer
Senior Vice-President
DATED: November 10, 1998