8-K/A 1 d8ka.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________ FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2001 ---------------- CASUAL MALE CORP. ----------------- (Exact name of Registrant as Specified in Charter) Massachusetts 0-14681 04-2866591 ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification number) 555 Turnpike Street, Canton, Massachusetts 02021 -------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (781) 828-9300 -------------- J. Baker, Inc. -------------- (Former Name or Former Address, if Changed Since Last Report) This amendment to the Registrant's Current Report on Form 8-K amends Item 7 to add the pro forma financial information required to be filed. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. ---------------------------------------------- Effective February 3, 2001, the Company completed the sale of its licensed footwear business to Footstar Corporation, a subsidiary of Footstar, Inc., for net cash proceeds of $59.0 million. The transaction involved the sale of substantially all of the assets of the Company's JBI, Inc. ("JBI") and Morse Shoe, Inc. ("Morse") subsidiaries which assets included license agreements, inventory, fixed assets and intellectual property for the various department store chains serviced by JBI and Morse. Footstar assumed certain liabilities of JBI and Morse. The operations sold to Footstar comprised the Company's footwear segment. The net cash proceeds received from the transaction were used to pay down the Company's bank debt pursuant to the 1999 Loan and Security Agreement with Fleet Retail Finance, Inc., as Agent (the "Credit Agreement") and the Company's Chattel Loan with BancBoston Leasing Inc. Upon consummation of the aforementioned transaction, the Company amended and restated the Credit Agreement. This amendment and restatement reduced the Company's revolving loan commitment from $160 million to $110 million and reduced the term loan from $25 to $20 million. As with the prior agreements, these loans are secured by substantially all of the assets of the Company and its subsidiaries. 2 Item 7. Financial Statements and Pro Forma Financial Information: ------------------------------------------------------------------ (b) Pro Forma Financial Information Page ---- -- Pro forma consolidated condensed balance sheet at 4 October 28, 2000 -- Pro forma consolidated statement of earnings for the 5 nine months ended October 28, 2000 -- Pro forma consolidated statement of earnings for the 6 year ended January 29, 2000 -- Notes to pro forma consolidated financial statements 7 The following unaudited pro forma consolidated condensed balance sheet as of October 28, 2000 and the pro forma consolidated statements of earnings for the nine months ended October 28, 2000 and for the year ended January 29, 2000 give effect to the disposition by the Company of its footwear segment. The pro forma statements have been prepared by management of Casual Male Corp. based on the historical financial statements of the Company. Each gives effect to the assumptions and adjustments in the accompanying notes to the pro forma consolidated financial statements as if the disposition had occurred at the beginning of the periods presented for purposes of the unaudited statements of earnings and on October 28, 2000 for purposes of the unaudited consolidated condensed balance sheet. The unaudited pro forma statements presented are for informational purposes only and do not purport to represent what the Company's financial condition and results of operations would have been, as of and for the nine months ended October 28, 2000 or for the fiscal year ended January 29, 2000, respectively, had the disposition taken place on the dates indicated above, or to project the Company's financial position or results of operations for any future date or period. The pro forma adjustments are based upon available information and upon certain assumptions that the Company's management believes are reasonable. The pro forma financial information should be read in conjunction with the Company's Form 10-Q for the period ended October 28, 2000 and the January 29, 2000 audited consolidated financial statements of Casual Male Corp. (formerly J. Baker, Inc.) within the Form 10K. 3 CASUAL MALE CORP. Pro Forma Consolidated Condensed Balance Sheet October 28, 2000 (unaudited)

See accompanying notes to pro forma consolidated financial statements. 4 CASUAL MALE CORP. AND SUBSIDIARIES Pro Forma Consolidated Statements of Earnings For the nine months ended October 28, 2000

See accompanying notes to pro forma consolidated financial statements. 5 CASUAL MALE CORP. AND SUBSIDIARIES Pro Forma Consolidated Statements of Earnings For the year ended January 29, 2000

See accompanying notes to pro forma consolidated financial statements. 6 Casual Male Corp. and Subsidiaries Notes to Unaudited Pro Forma Consolidated Financial Statement (1) As previously disclosed in the Company's Form 10-Q for the period ended October 28, 2000 and elsewhere in this Form 8-K/A, in November 2000, the Company announced it had entered into an agreement with an affiliate of Footstar, Inc. to sell substantially all of the assets of its JBI, Inc. and Morse Shoe, Inc. subsidiaries, which are the entities that comprised its footwear segment. During the fourth quarter of fiscal 2001, the Company provided for additional losses on the disposal of its footwear segment in the amount of $14.2 million, (net of tax benefit of $9.6 million). The additional provision was required primarily due to higher inventory liquidation and severance costs than expected. On February 3, 2001 the sale of the footwear division to Footstar, Inc. was finalized. The following is an analysis of the receipt and application of proceeds from the disposition of the footwear segment as if it occurred on October 28, 2000 (in thousands): Estimated value of net assets of discontinued operations held for sale at October 28, 2000 (previously reported): $ 88,504 Less: Additional provision for losses attributable to net assets of discontinued operations held for sale (20,861) --------- Pro forma proceeds available to pay bank debt at October 28, 2000 $ 67,643 ========= (2) Pro forma adjustments to the Company's Consolidated Statement of Earnings for the nine months ended October 28, 2000 and for the year ended January 29, 2000 reflect the effects of discontinued operations as if the transaction occurred at the beginning of each period, respectively. In addition, the pro forma adjustment to reduce interest expense includes the receipt of $59.0 million, which proceeds were used to reduce the Company's outstanding bank debt. The pro forma effective tax rate used for the nine months ended October 28, 2000 and the year ended January 29, 2000 was 36% and 33%, respectively. 7 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 thereunto duly authorized. CASUAL MALE CORP. By: /s/ Alan I. Weinstein --------------------- Alan I. Weinstein Chief Executive Officer Date: Canton, Massachusetts April 19, 2001 8

CASUAL MALE CORP /MA/ 8-K/A