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): November 15, 1999 (November
15, 1999)
CATHERINES STORES CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 000-19372 62-1350411
(State or other jurisdiction) (Commission file number) (IRS Employer
of incorporation Identification No.)
3742 Lamar Avenue, Memphis Tennessee 38118
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (901) 363 - 3900
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
Agreement and Plan of Merger
On November 15, 1999, Catherines Stores Corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Charming
Shoppes, Inc., a Pennsylvania corporation ("Parent"), and Rose Merger Sub, Inc.,
a Tennessee corporation and a wholly-owned subsidiary of Parent (the
"Purchaser"). The Merger Agreement contemplates a two-step transaction in which,
first, Purchaser will commence a tender offer (the "Offer") for all of the
Company's outstanding common stock at a price of $21.00 per share in cash, and,
second, following the consummation of the Offer pursuant to the terms and
conditions of the Merger Agreement, Purchaser will be merged with and into the
Company (the "Merger") with the Company being the surviving corporation and
becoming a wholly-owned subsidiary of Parent. Pursuant to the Merger, each
outstanding share of common stock held by entities other than Purchaser or its
affiliates will be canceled and converted into the right to receive $21.00 in
cash. Consummation of the transactions contemplated by the Merger Agreement is
subject to certain conditions, including, without limitation, (i) the tender of
at least 51% of the outstanding common stock in the Offer and (ii) the
expiration or termination of the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976.
The summary of the Merger Agreement set forth above is qualified in its
entirety by reference to the Merger Agreement, which is filed as an exhibit
hereto and is incorporated herein by reference. The press release announcing the
Merger Agreement is also filed as an exhibit hereto and is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger dated as of November 15,
1999, among Catherines Stores Corporation, Charming Shoppes,
Inc. and Rose Merger Sub., Inc.
99 Press Release dated November 15, 1999
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 hereunto duly authorized.
CATHERINES STORES CORPORATION
Date: November 15, 1999 By: /s/ David C. Forell
-----------------------------------
David C. Forell, Executive
Vice President and
Chief Financial Officer
EXHIBIT INDEX
No. Exhibit
- --- -------
2 Agreement and Plan of Merger dated as of November 15,
1999, among Catherines Stores Corporation, Charming Shoppes,
Inc. and Rose Merger Sub., Inc.
99 Press Release dated November 15, 1999