Table of Contents

Table of Contents

Table of Contents

Table of Contents

8-K 1 a8kbsupply.txt BRADCO SUPPLY NOTES AGREEMENT 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 - November 24, 2003 (Date of Earliest Event Reported) WICKES INC. ------------------ (Exact name of registrant as specified in its charter) Commission File No. 1-14967 Delaware 36-3554758 ------------------------ ---------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 706 North Deerpath Drive, Vernon Hills, Illinois 60061 ------------------------------------------------ ----------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (847) 367-3400 2 Item 5. Other Events --------------------- On November 21, 2003, Wickes Inc. (the "Company") entered into an agreement with Barry Segal, Martin Segal and Bradco Supply Corporation whereby Barry Segal has agreed to exchange his outstanding 11 5/8% Senior Subordinated Notes due 2003 in the aggregate principal amount of approximately $3,550,000 for the cash and new note option pursuant to the terms and conditions of the Company's exchange offer which commenced on November 4, 2003 whereby Barry Segal will receive approximately $1,775,000 in cash and $887,500 in new notes. In addition, the Company has agreed, subject to the closing of the exchange offer, to sell to Bradco certain real estate and improvements owned by the Company located in Walden, New York and Exton, Pennsylvania, which we will refer to as the subject property. The purchase price for the subject property will be $3,016,250 (approximately 95% of the appraised fair market value of the subject property), $2,128,750 of which will be paid by Bradco in cash, and the balance of which will be paid by the delivery of Convertible Notes for cancellation in the aggregate principal amount of $887,500. No brokerage commission will be paid in connection with the sale of the subject property. As a condition to the sale of the subject property, Bradco has agreed to lease back the subject property to us for a term of twenty (20) years at an initial base rent of $316,706 per year net of real estate taxes, insurance and operating costs. We will have the one time option, at the end of the fifth year of the lease term, to buy back the subject property for a cash purchase price of $3,468,687.50. We will also have the one time option to terminate the lease at the end of the tenth year of the lease term. In connection with and as an additional condition to the obligations of Barry Segal, Martin Segal and Bradco to close these transactions, certain members of the Company's management have agreed to purchase from those persons a total of 1,301,801 shares of the Company's common stock, representing all of the outstanding shares of the Company's common stock owned by them (approximately 15.7% of the outstanding Company common stock), for a cash purchase price of $0.50 per share, or a total of $650,900. Item 7. Financial Statements and Exhibits ------------------------------------------ (c) Exhibits Exhibit Number Description ------------- ----------- 99.1 Stock Purchase Agreement, dated as of November 21, 2003, by and among Barry Segal, Martin Segal, Bradco Supply Corporation and the Purchasers named therein. 99.2 Real Estate Sale and Leaseback Agreement, dated as of November 21, 2003, by and between the Company and Bradco Supply Corporation. 99.3 Form of Lease for Walden, New York, by and between Bradco Supply Corporation, as landlord and the Company, as tenant. 3 99.4 Form of Lease for Exton, Pennsylvania, by and between Bradco Supply Corporation, as andlord and the Company, as tenant. 99.5 Exchange Agreement, dated as of November 21, 2003, by and between the Company and Barry Segal. 4 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. WICKES INC. Date: November 24, 2003 By: /s/ James A. Hopwood -------------------- James A. Hopwood Senior Vice President and Chief Financial Officer 5 EXHIBIT INDEX Exhibit Number Description ------------- ----------- 99.1 Stock Purchase Agreement, dated as of November 21, 2003, by and among Barry Segal, Martin Segal, Bradco Supply Corporation and the Purchasers named therein. 99.2 Real Estate Sale and Leaseback Agreement, dated as of November 21, 2003, by and between the Company and Bradco Supply Corporation. 99.3 Form of Lease for Walden, New York, by and between Bradco Supply Corporation, as landlord and the Company, as tenant. 99.4 Form of Lease for Exton, Pennsylvania, by and between Bradco Supply Corporation, as landlord and the Company, as tenant. 99.5 Exchange Agreement, dated as of November 21, 2003, by and between the Company and Barry Segal.

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 — November 4, 2003 (Date of Earliest Event Reported)

WICKES INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-14967

Delaware (State of Incorporation)		36-3554758 (I.R.S. Employer
		Identification No.)
706 North Deerpath Drive, Vernon Hills, Illinois (Address of principal		60061 (Zip Code)
executive offices)

Registrant’s telephone number, including area code: (847) 367-3400

TABLE OF CONTENTS

SIGNATURES EXHIBIT INDEX Press Release dated 11/4/03

Item 7. Financial Statements and Exhibits.

Exhibit Number				Description of Exhibit
99.1*				Offering Memorandum dated November 4, 2003.
99.2				Press Release of the Company dated November 4, 2003 relating to the exchange offer referred to in Item 9.

* Filed as Exhibit T3E-1 to the Company’s Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3, filed on November 4, 2003 and incorporated herein by reference.

Item 9. Regulation FD Disclosure

On November 4, 2003, Wickes Inc., pursuant to the Offering Memorandum incorporated herein by reference as Exhibit 99.1, commenced an offer to exchange cash and new 10% Convertible Notes due 2007 or 10% Convertible Notes due 2007 for all of its outstanding $21,123,000 principal amount of its 11 5/8% Senior Subordinated Notes due 2003. For each $1,000 principal amount of existing notes tendered, a holder may elect to receive either (i) $500 in cash and $250 principal amount of new notes or (ii) $1,000 principal amount of new notes.

The Offering Memorandum contains certain information not previously disclosed, including without limitation, (i) a discussion of the company’s liquidity crisis and the results of management’s analysis of the orderly liquidation value of the company’s assets and the forced liquidation value of the company’s assets estimated by independent appraisal firms and (ii) a discussion of certain risk factors relating primarily to the company’s current financial condition and possible consequences thereof.

The information in this report, including Exhibit 99.1, is furnished pursuant to Item 9 of this Current Report on Form 8-K.

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.

EXHIBIT INDEX

Exhibit No.				Description
99.1*				Offering Memorandum dated November 4, 2003.
99.2				Press Release of the Company dated November 4, 2003 relating to the exchange offer referred to in Item 9.

WICKES INC.

Date: November 4, 2003

/s/ James A. Hopwood James A. Hopwood

Senior Vice President and

Chief Financial Officer

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