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)
February 3, 2001
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J. BAKER, INC.
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(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
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 828-9300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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Effective February 3, 2001, the Company completed the sale of its
licensed footwear business to Footstar Corporation, a subsidiary of Footstar,
Inc., for net cash proceeds of approximately $59,000,000, subject to a
post-closing adjustment to be determined upon the reconciliation of a physical
inventory. The transaction involved the sale of substantially all of the assets
of the Company's JBI, Inc. ("JBI") and Morse Shoe, Inc. ("Morse") subsidiaries
which assets included license agreements, inventory, fixed assets and
intellectual property for the various department store chains serviced by JBI
and Morse. Footstar assumed certain liabilities of JBI and Morse.
The net cash proceeds received by the Company from the transaction were
used to pay down the Company's bank debt pursuant to the 1999 Loan and Security
Agreement with Fleet Retail Finance Inc., as Agent (the "Credit Agreement") and
the Company's Chattel Loan with BancBoston Leasing Inc. Upon consummation of the
aforementioned transaction, the Company entered into a new revolving credit
facility with a syndicate of banks agented by Fleet Retail Finance and a term
loan with Back Bay Capital Funding LLC, which replaced the Credit Agreement and
which reduced the company's aggregate commitment amount from $160 million to
$110 million. As with the prior agreements, these loans will be secured by
substantially all of the assets of the Company and its subsidiaries.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
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(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:
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(2.1) Asset Purchase Agreement, dated as of November 16, 2000 by and
between J. Baker, Inc., JBI, Inc., Morse Shoe, Inc. and Footstar
Corporation (filed as Exhibit 10.01 to the Company's Report on
Form 10-Q for the fiscal quarter ended October 28, 2000 and
incorporated herein by reference). Schedules to the Asset
Purchase Agreement were omitted. The Company agrees to furnish
supplementally a copy of any Schedule to the Commission upon
request.
(99.1) 2001 Loan and Security Agreement by and among J. Baker, Inc.,
(as Borrower's Representative), JBI, Inc., Morse Shoe, Inc., JBI
Apparel Inc., The Casual Male, Inc., WGS Corp. and TCMB&T, Inc.
and BankBoston Retail Finance Inc. et. al. and Back Bay Capital
Funding LLC, dated February 3, 2001, attached.
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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
February 14, 2001
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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 February 14, 2001
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INDEX TO EXHIBITS
Exhibit
Numbers
(2.1) Asset Purchase Agreement, dated as of November 16, 2000 by and
between J. Baker, Inc., JBI, Inc., Morse Shoe, Inc. and Footstar
Corporation (filed as Exhibit 10.01 to the Company's Report on
Form 10-Q for the fiscal quarter ended October 28, 2000 and
incorporated herein by reference). Schedules to the Asset
Purchase Agreement were omitted. The Company agrees to furnish
supplementally a copy of any Schedule to the Commission upon
request.
(99.1) 2001 Loan and Security Agreement by and among J. Baker, Inc.,
(as Borrower's Representative), JBI, Inc., Morse Shoe, Inc., JBI
Apparel Inc., The Casual Male, Inc., WGS Corp. and TCMB&T, Inc.
and BankBoston Retail Finance Inc. et. al. and Back Bay Capital
Funding LLC, dated February 3, 2001, attached.