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 (Date of earliest event reported): June 18, 1996
______________
BEST PRODUCTS CO., INC.
(Exact name of registrant as specified in its charter)
Virginia 0-24178 54-0853592
(State or other jurisdiction (Commission File Number) (I. R. S. Employer
of incorporation) Identification No.)
1400 Best Plaza, Richmond, Virginia 23227-1125
(Address of principal executive offices) (Zip Code)
(804) 261-2000
(Registrant's telephone number, including area code)
Item 5. Other Events
Earnings and Strategic Direction Announcement. In conjunction with the
announcement of first quarter results, the Company stated that it anticipates
operating performance will produce financial results in the second quarter
similar to those in the first quarter. The Company also announced a redirection
of strategic initiatives by its new Chairman and Chief Executive Officer. A copy
of the Company's related press release is attached as Exhibit 99.1.
The Company sent a letter to many of its merchandise vendors describing the
press release referred to in the preceding paragraph and other related
information. A copy of the form of the letter is attached as Exhibit 99.2.
Information Regarding Forward Looking Statements. The provisions of the Private
Securities Litigation Reform Act of 1995 (the "Act"), which became law in late
December 1995, provide companies with a "safe harbor" when making
forward-looking statements. This "safe harbor" encourages companies to provide
prospective information about their companies without fear of litigation. The
Company wishes to take advantage of the new "safe harbor" provisions of the Act
and is including this section in this Form 8-K in order to do so. Company
statements made herein or in other filings with the Securities and Exchange
Commission, in press releases, letters to vendors or oral public discussions
that are not historical facts, including statements about anticipations and
expectations for portions of fiscal year 1996 and beyond, are forward-looking
statements and involve various risks and uncertainties. Factors that could cause
the Company's actual results to differ materially from projections, forecasts,
estimates, anticipations and expectations of the Company and its management
include, but are not limited to, the following:
(a) Changes in the amount and degree of promotional intensity
exerted by current competitors and potential new competition
from both retail stores and alternative methods or channels of
distribution such as electronic and telephone shopping
services and mail order;
(b) Adverse changes in the credit terms and limits from the
Company's numerous providers of goods and services;
(c) Changes in the availability of working capital and capital
expenditure financing, including the availability of the
Company's existing working capital credit facility and the
Company's ability to comply with the financial covenants of
such facility;
(d) Lack of availability/access to sources of supply for
appropriate inventory.
(e) Changes in general U.S. economic conditions including, but not
limited to, consumer credit availability, interest rates,
inflations, and consumer sentiment about the economy in
general;
(f) The ability of the Company to timely implement its
restructuring plan and whether the plan is successful in
achieving its objectives of repositioning the Company and
improving its financial performance;
(g) Customer reaction to the changes being implemented in the
Company's shopping process, including replacement of the
existing merchandise-order process;
(h) The effect, if any, of the Company's redirection of its
marketing program, including the discontinuation of the annual
fall catalog;
(i) The Company's ability to successfully achieve its cost-cutting
objectives;
(j) The presence or absence of new products or product features in
the merchandise categories the Company sells and changes in
the Company's actual merchandise sales mix;
(k) The ability to maintain an effective leadership team in a
dynamic environment or changes in the cost or availability of
a suitable work force at acceptable compensation levels to
manage and support the Company's operating strategy, including
the Company's increased emphasis on customer service.
(l) Changes in production or distribution cost or cost of
materials for the Company's advertising;
(m) The imposition of new restrictions or regulations regarding
the sale of products or services the Company sells or changes
in tax rules and regulations applicable to the Company;
(n) Changes in the direct or indirect ownership of the Company of
a sufficient magnitude under applicable tax regulations to
limit the Company's use of its federal income tax net
operating loss carry forwards; and
(o) Adverse results in significant litigation matters.
The United States retail industry and the specialty retail industry in
particular are dynamic by nature and have undergone significant changes in
recent years. The Company's ability to anticipate and successfully respond to
continuing challenges is the key to achieving its expectations.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release of the Company dated June 18, 1996.
99.2 Form Letter dated June 18, 1996 sent to Company's
Merchandise Vendors.
SIGNATURE
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.
BEST PRODUCTS CO., INC.
Date: June 18, 1996 /s/ Frederick G. Kraegel
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Frederick G. Kraegel
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release of the Company dated June 18, 1996.
99.2 Form Letter dated June 18, 1996 sent to Company's Merchandise Vendors.