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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: July 2, 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
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Service Merchandise Company, Inc. (the "Company") has filed its monthly
operating report for the period commencing July 2, 2001 and ended July 29, 2001
(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 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 credit facility; the
ability of the Company to develop, prosecute, confirm and consummate on a timely
basis one or
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more plans of reorganization with respect to the Chapter 11 Cases and to exit
Chapter 11; 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 and to consummate the sale/leaseback of its
headquarters; 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 retailers 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99. Monthly Operating Report for period ended July 29, 2001.
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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: August 28, 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 Monthly Operating Report for the period ended July 29, 2001.