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
NOVEMBER 24, 1998
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Date of Report (Date of earliest event reported)
PAYLESS SHOESOURCE, INC.
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(Exact Name of Registrant as Specified in its Charter)
1-14770
(Formerly File Numbers
DELAWARE 1-111633 and 333-50577) 43-1813160
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(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
3231 Southeast Sixth Street
Topeka, Kansas 66607-2207
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(Address of Registrant's Principal Executive Office) (Zip Code)
(785) 233-5171
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On November 24, 1998, Payless ShoeSource, Inc., a Delaware corporation
(the "Company"), announced that the Company completed a $67 million financing
through a private placement of unsecured notes issued by a wholly owned
subsidiary in five, seven and ten year maturities. A copy of the Company's
press release, dated November 24, 1998 is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Financial Statements.
None.
Pro Forma Financial Information.
None.
Exhibits.
99.1 Press Release, dated November 24, 1998.
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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.
PAYLESS SHOESOURCE, INC.
Date: November 24, 1998 By:/s/ Ullrich E. Porzig
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Ullrich E. Porzig
Senior Vice President,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated November 24, 1998.
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PRESS RELEASE, DATED NOVEMBER 24, 1998
EXHIBIT 99.1
For Immediate Release Contact: Steve Frazier (785) 295-6078
PAYLESS SHOESOURCE ANNOUNCES COMPLETION OF
$67 MILLION PRIVATE PLACEMENT
Topeka, Kan., Nov. 24, 1998 Payless ShoeSource, Inc. (NYSE:PSS)
today announced that the company completed a $67 million financing
through a private placement of unsecured notes issued by a wholly owned
subsidiary in five, seven and ten year maturities.
Proceeds from the financing are intended to be used for general
corporate purposes including the funding of a portion of the company's
previously announced $500 million stock repurchase program. Other
sources of funding for the repurchase program may include cash on hand
and operating cash flow. At the end of the third quarter, Payless had
already purchased 1.5 million shares at a cost of about $68 million.
The company plans to continue to repurchase shares from time to time
dependent upon market conditions and changes in the company's operating
performance and capital spending programs.
The financing consists of an aggregate of $15 million of senior
notes maturing in November 2003, $22 million of senior notes maturing in
November 2005 and $30 million of senior notes maturing in November 2008.
Principal is due at the respective maturity dates.
The notes have not been and will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United
States without registration or an applicable exemption from registration
requirements. This announcement does not constitute an offer to sell or
a solicitation to buy the notes or any other securities of the company.
Payless ShoeSource, Inc., is North America's largest family
footwear retailer. The company operates 4,327 Payless ShoeSource stores
offering quality family footwear at affordable prices. Payless also
operates 212 Parade of Shoes stores featuring fashionable women's
footwear.
This press release contains forward-looking statements that are
subject to risks and uncertainties. Forward-looking statements include
management's present intentions and expectations of the use of the debt
financing and the company's ability and timing to repurchase Payless
common shares. A variety of known and unknown risks, uncertainties and
other factors could cause actual results and expectations to differ
materially from the anticipated results or expectations. Risks include
consumer preferences, market conditions, weather patterns, changes in
duties, tariffs or quotas, changes in relationships with, and conditions
in, foreign countries from which Payless sources product, and foreign
and domestic economic conditions. Additional information concerning a
number of factors that could cause actual results to differ materially
from the information contained in this release can be found in the 1997
Annual Report to Shareowners and the Company's Form 10-K for fiscal 1997
and its Form 10-Q for the fiscal quarter ended August 1, 1998, as filed
with the Securities and Exchange Commission.