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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: February 28, 2000
SERVICE MERCHANDISE COMPANY, INC.
(Debtor-in-Possession as of March 27, 1999)
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(Exact name of registrant as specified in its charter)
Tennessee 1-9223 62-0816060
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer)
of incorporation) Identification No.)
7100 Service Merchandise Boulevard, Brentwood, TN 37027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 660-6000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Service Merchandise Company, Inc. (the "Company") has filed its
monthly operating report for the period commencing February 28, 2000 and ending
April 2, 2000 (the "Operating Report") with the United States Bankruptcy Court
for the Middle District of Tennessee, a copy of which is attached hereto as
Exhibit 99, in connection with its voluntary petitions for reorganization under
Chapter 11 of title 11 of the United States Bankruptcy Code in Case No.
399-02649.
The Company cautions readers not to place undue reliance upon the
information contained therein. The Operating Report contains unaudited
information, and is in a format, prescribed by the applicable bankruptcy laws.
There can be no assurance that the Operating Report is complete. The Operating
Report also contains information for periods which may be shorter or otherwise
different from those contained in the Company's reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
information may not be indicative of the Company's financial condition or
operating results for the periods reflected in the Company's financial
statements or in its reports pursuant to the Exchange Act and readers are
cautioned to refer to the Exchange Act filings. Moreover, the Operating Report
and other communications from the Company may include forward-looking
statements subject to various assumptions regarding the Company's operating
performance that may not be realized and are subject to significant business,
economic and competitive uncertainties and contingencies, including those
described in this report, many of which are beyond the Company's control.
Consequently such matters should not be regarded as a representation or
warranty by the Company that such matters will be realized or are indicative of
the Company's financial condition or operating results for future periods or
the periods covered in the Company's reports pursuant to the Exchange Act.
Actual results for such periods may differ materially from the information
contained in the Operating Report and the Company undertakes no obligation to
update or revise such Operating Report.
The Operating Report includes a Rolling Revised Cash Flow Forecast
which is a forward-looking statement subject to various assumptions regarding
the Company's business, operating performance and other factors including
revenues, expenses, asset dispositions, trade terms and capital expenditures,
and various risks and uncertainties including those set forth below. This
information should be read in conjunction with the Company's reports filed
pursuant to the Exchange Act. Readers are cautioned that such information is
being reported publicly because it is being distributed to a large number of
the Company's vendors for purposes of their credit analyses. The Company
undertakes no obligation to update such information or to disclose similar
information in future Operating Reports. The Rolling Revised Cash Flow Forecast
was not examined, reviewed or compiled by the Company's independent public
accountants. The Rolling Revised Cash Flow Forecast is subject to future
adjustments, if any, that could materially affect such information.
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The Company's liquidity, capital resources and results of operations
are subject to a number of risks and uncertainties, including, but not limited
to, the following: approval of plans and activities by the Bankruptcy Court,
including the Company's proposed strategic real estate initiatives; the ability
of the Company to continue as a going concern; the ability of the Company to
operate pursuant to the terms of the present DIP Facility and to close and
operate pursuant to the new DIP to Exit Facility; the ability of the Company to
conduct successful clearance sales in connection with the 2000 Business Plan;
the ability of the Company to sublease successfully portions of its real estate
in connection with the 2000 Business Plan; the ability of the Company to
complete its store refurbishment program within cost and time expectations; the
successful implementation of the consolidation of its distribution centers; the
ability of the Company to enter into satisfactory arrangements with third
parties with respect to real estate and Internet-related strategies; risks
associated with third parties seeking and obtaining Court action to terminate
or shorten the exclusivity period; the time for the Company to accept or reject
executory contracts including its store leases, and for appointment of a
Chapter 11 operating trustee or to convert the Company's reorganization cases
to liquidation cases; the ability of the Company to operate successfully under
a Chapter 11 proceeding, achieve planned sales and margin, and create and have
approved a plan of reorganization in the Chapter 11 cases; potential adverse
developments with respect to the Company's liquidity or results of operations;
the ability of the Company to obtain shipments, negotiate and maintain terms
with vendors and service providers for current orders; the ability to fund and
execute a Year 2000 Business Plan; the ability of the Company to achieve cost
savings; the ability of the Company to attract, retain and compensate key
executives and associates, competitive pressures from other retailers,
including specialty retailers and discount stores, which may affect the nature
and viability of the Company's business strategy; trends in the economy as a
whole which may affect consumer confidence and consumer demand for the types of
goods sold by the Company; the seasonal nature of the Company's business and
the ability of the Company to predict consumer demand as a whole, as well as
demand for specific goods; the ability of the Company to attract and retain
customers; potential adverse publicity; real estate occupancy and development
costs, including the substantial fixed investment costs associated with
opening, maintaining or closing a Company store; uncertainties with respect to
continued public trading in the Company's securities; the ability to effect
conversions to new technological systems; and the ability to develop,
prosecute, confirm and consummate one or more plans of reorganization with
respect to its Chapter 11 cases.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
SERVICE MERCHANDISE COMPANY, INC.
Date: April 27, 2000 By: /s/ C. Steven Moore
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C. Steven Moore
Senior Vice President, Chief Administrative
Officer, Secretary and General Counsel
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EXHIBIT INDEX
No. Exhibit
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99 Operating Report for the period ending April 2, 2000