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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: January 1, 2001
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 of incorporation) (Commission File Number) (I.R.S. Employer
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
Service Merchandise Company, Inc. (the "Company") has filed (i) the
remaining portion of its monthly operating report for the period commencing
January 1, 2001 and ending January 28, 2001 (the "Operating Report") with the
United States Bankruptcy Court for the Middle District of Tennessee, copies of
which are 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 the 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.
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: the ability of the Company to continue as a going concern;
the ability of the Company to operate pursuant to the terms of, and access
liquidity from, the DIP to Exit Facility and the vendor line of credit; the
ability of the Company to
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develop, prosecute, confirm and consummate on a timely basis one or more plans
of reorganization with respect to the Chapter 11 Cases and to exit Chapter 11 on
a timely basis; 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
ability of the Company to successfully implement on a timely basis the 2001
Business Plan initiatives; risks associated with third parties seeking and
obtaining court approval to terminate or shorten the exclusivity period for the
Company to propose and confirm one or more plans of reorganization, for the
appointment of a Chapter 11 trustee or to convert the Company's cases to Chapter
7 cases; the ability of the Company to reduce its workforce and related expenses
and to achieve anticipated cost savings; the ability of the Company to obtain
trade credit, and shipments and terms with vendors and service providers for
current orders; the ability of the Company to sublease successfully additional
portions of its real estate; the successful consolidation of its distribution
centers; the ability of the Company to access liquidity from the DIP to Exit
Facility upon its anticipated emergence from Chapter 11; potential adverse
developments with respect to the Company's liquidity or results of operations;
competitive pressures from other retailers, including specialty retails and
discount stores, which may affect the nature and viability of the Company's
business strategy; 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 to fund and execute its business plan; the ability
of the Company to attract, retain and compensate key executives and associates;
the ability of the Company to attract and retain customers; uncertainties with
respect to continued public trading in the Company's securities; potential
adverse publicity; and uncertainties regarding real estate occupancy and
development costs, including the substantial fixed investment costs associated
with opening, maintaining or closing a Company store.
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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: March 12, 2001 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 Remaining Portion of Monthly Operating Report for the period ended
January 28, 2001.