UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
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): May 19, 2005 (May 17, 2005)
Friedman's Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22356 58-20583
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
171 Crossroads Parkway
Savannah, Georgia 31422
(Address of Principal Executive Offices)
(912) 233-9333 (Registrant's
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On May 17, 2005, the Company, and certain of its subsidiaries, filed
various amendments to their Schedules of Assets and Liabilities and Statements
of Financial Affairs (the "Amended Schedules and Statements") with the United
States Bankruptcy Court for the Southern District of Georgia, Savannah Division
(the "Bankruptcy Court"). Among other changes, the Amended Schedules and
Statements contain revisions to the intercompany account balance information
included in the Company's Schedules of Assets and Liabilities and Statements of
Financial Affairs, as previously filed with the Bankruptcy Court on April 14,
2005. The Amended Schedules and Statements may be accessed free of charge via
the Internet at the website of Kurtzman Carson Consultants LLC
(http://www.kccllc.net/friedmans).
The form of Amended Global Notes and Statement of Limitations,
Methodology, and Disclaimer Regarding Debtors' Schedules and Statements, as
filed with the Bankruptcy Court with the Amended Schedules and Statements, is
included as Exhibit 99.1 to this Current Report on Form 8-K, and replaces and
supercedes in its entirety the Form of Global Notes and Statement of
Limitations, Methodology, and Disclaimer Regarding Debtors' Schedules and
Statements included as Exhibit 99.1 to the the Company's Current Report on Form
8-K that was filed with the Securities and Exchange Commission (the "SEC") on
April 20, 2005.
Item 8.01 Other Events.
As previously disclosed, on April 19, 2005, the United States trustee
in Savannah, Georgia convened and presided at a meeting of creditors of the
Company pursuant to section 341 of the United States Bankruptcy Code (the
"Section 341 Meeting"). The slides that were presented by the Company at the
Section 341 Meeting (the "Section 341 Meeting Slides") were filed with the
Bankruptcy Court on April 19, 2005.
On May 17, 2005, the Company filed amended and restated Section 341
Meeting Slides (the "Amended and Restated Section 341 Slides") with the
Bankruptcy Court. The Amended and Restated Section 341 Slides include a revised
summary of Schedules of Assets and Liabilities on page 49 of such presentation,
which reflects changes to certain intercompany account balance information
contained in the Amended Schedules and Statements (as described above in Item
7.01 of this Current Report on Form 8-K).
A copy of the Amended and Restated Section 341 Meeting Slides is
included as Exhibit 99.2 to this Current Report on Form 8-K, and replaces and
supercedes in its entirety the copy of the Section 341 Meeting Slides included
as Exhibit 99.1 to the Company's Current Report on Form 8-K that was filed with
the the SEC on April 22, 2005.
Cautionary Information Regarding Forward-Looking Statements
-----------------------------------------------------------
Some of the statements included in the Amended and Restated Section
341 Slides, particularly those anticipating future financial performance,
business prospects, growth and operating strategies and similar matters, are
forward-looking statements that involve a number of risks and uncertainties.
For those statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are not guarantees of
future performance and a variety of factors could cause the Company's actual
results to differ materially from the anticipated or expected results expressed
in these forward-looking statements. The Company undertakes no obligation to
update or revise any such forward-looking statements. The forward-looking
statements and 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 operate as a going
concern; the ability of the Company to continue to obtain use of cash
collateral and/or debtor-in-possession (DIP) financing pursuant to the terms of
such agreements; reaching a definitive agreement with Harbert Distressed
Investment Master Fund, Ltd. regarding its secured subordinated term loan, the
ability of the Company to comply with the terms and conditions of its DIP
financing, including its secured subordinated term loan with Harbert Distressed
Investment Master Fund, Ltd.; court approval of the motions prosecuted by the
Company from time to time; the ability of the Company to develop, prosecute,
confirm and consummate one or more plans of reorganization with respect to the
chapter 11 case; 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 cases to chapter 7 cases; the ability
of the Company to obtain trade credit, and shipments and terms with vendors and
service providers for current orders; the Company's ability to maintain
contracts that are critical to its operations; potential adverse developments
with respect to the Company's liquidity and/or results of operations;
competitive pressures from other retailers; 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 attract, retain and
compensate key executives and associates; the ability of the Company to attract
and retain customers; potential adverse publicity; the final results of the
audit including the review of the calculation of our allowance for doubtful
accounts; the results of the SEC and United States Attorney's Office for the
Eastern District of New York investigations; the results of various litigation;
the effect of the restatement on our credit facilities, including funding
availability thereunder and our relationship with our lenders; the effect of
the restatement on our future earnings, including any adjustments to previously
announced earnings forecasts; and other risks factors identified from time to
time in our SEC reports, including, but not limited to, the report on Form 10-K
for the year ended September 28, 2002.
Similarly, these and other factors, including the terms of any
reorganization plan ultimately confirmed, can affect the value of our various
pre-petition liabilities, common stock and/or other equity securities. No
assurance can be given as to what values, if any, will be ascribed in the
bankruptcy proceedings to each of these constituencies. A plan of
reorganization could result in holders of the Company's common stock receiving
no distribution on account of their interest and cancellation of their
interests. As described in the Company's public statements in response to the
request submitted to the United States Trustee for the appointment of a
statutory equity committee, holders of the Company's common stock (both Series
A and Series B common stock) and other equity interests (such as options and
warrants) should assume that they could receive little or no value as part of a
plan of reorganization. In addition, under certain conditions specified under
the Bankruptcy Code, a plan of reorganization may be confirmed notwithstanding
its rejection by an impaired class of creditors or equity holders and
notwithstanding the fact that equity holders do not receive or retain property
on account of their equity interests under the plan. In light of the foregoing,
the Company considers the value of the common stock to be highly speculative
and cautions equity holders that the stock may ultimately be determined to have
no value. Accordingly, the Company urges that appropriate caution be exercised
with respect to existing and future investments in the Company's common stock
or any claims relating to pre-petition liabilities and/or other interests in
the Company such as warrants convertible into equity interests.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
Exhibit 99.1 Form of Amended Global Notes and Statement of
Limitations, Methodology, and Disclaimer Regarding
Debtors' Schedules and Statements
Exhibit 99.2 Amended and Restated Section 341 Meeting Slides
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.
FRIEDMAN'S INC.
Date: May 19, 2005 By: /s/ C. Steven Moore
-----------------------------
C. Steven Moore
Chief Administrative Officer
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 99.1 Form of Amended Global Notes and Statement of
Limitations, Methodology, and Disclaimer Regarding
Debtors' Schedules and Statements
Exhibit 99.2 Amended and Restated Section 341 Meeting Slides