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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): October 14, 2002
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WHEREHOUSE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22289 95-4608339
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
19701 Hamilton Avenue 90502-1311
Torrance, CA (Zip Code)
(Address of principal executive offices)
(310) 965-8300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 21, 2003 Wherehouse Entertainment, Inc. (the "Registrant")
and six of its subsidiaries (collectively, the "Debtors") filed voluntary
petitions for reorganization relief under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") (Case No. 03-10224-PJW).
The Debtors will continue to operate their business as "debtors-in-possession"
under the jurisdiction of the Bankruptcy Court and pursuant to Sections 1107 and
1108 of the Bankruptcy Code, and subject to the requirements of the Bankruptcy
Code, which include court approval of matters outside the ordinary course of
business. On January 21, 2003, the Registrant issued a press release relating to
the foregoing. A copy of the press release is attached hereto and is
incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On July 30, 2002, Antonio C. Alvarez, II, pursuant to the Management
Services Agreement between Mr. Alvarez and the Registrant, provided the
Registrant with advance notice that he would resign as Non-Executive Chairman of
the Registrant's Board of Directors (the "Board") effective October 14, 2002,
such resignation to coincide with the expiration of the Management Services
Agreement. Mr. Alvarez would continue to serve as a Director on the Board. This
event was previously reported in the Supplement to the Registrant's Proxy
Statement, filed with the Commission August 26, 2002 and incorporated herein by
reference.
In October 2002, Mr. Alvarez tendered his resignation as a Director of
the Board effective immediately. Mr. Alvarez stated that his reason for
resigning his position as a Director was not due to any dispute or disagreement
with the Registrant or the Board on any matter. On December 12, 2002, at the
first meeting of the Board following Mr. Alvarez' resignation as a Director, the
Board accepted his resignation and elected Mark A. Velarde as a Director to fill
the vacancy created by Mr. Alvarez' resignation as a Director. The Board also
elected Chief Executive Officer Jerry M. Comstock, Jr. as Chairman of the Board
to fill the vacancy previously created by Mr. Alvarez's resignation as
Non-Executive Chairman of the Board.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit.
The following exhibit is filed as a part of this report:
Exhibit No. Description
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99.1 Press Release issued by the Registrant on January 21, 2003.
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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 hereunto duly authorized.
WHEREHOUSE ENTERTAINMENT, INC.
By: /s/ Charles M. Fuertsch
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Charles M. Fuertsch
Date: February 5, 2003 Vice President, Treasurer, General
Counsel and Assistant Secretary
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INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Press Release issued by the Registrant on January 21, 2003.