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):
August 9, 2005 (August 4, 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 8.01 Other Events.
On August 4, 2005, Friedman's Inc. and its affiliated debtors and
debtors-in-possession ("Friedman's" or the "Company") filed a Plan of
Reorganization (the "Plan") and a related Disclosure Statement with the United
Stated Bankruptcy Court for the Southern District of Georgia, Savannah
Division (the "Court"). A copy of the Plan and the Disclosure Statement are
attached hereto as Exhibits 2.1 and 2.2, respectively. On August 7, 2005, the
Company issued a press release (the "Press Release") which announced, among
other things, the foregoing events. The text of the Press Release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Court approves the applicable Disclosure Statement relating to
the Plan as providing adequate information of a kind, and in sufficient
detail, as far as is reasonably practicable in light of the nature and history
of the debtor and the condition of the debtor's books and records, that would
enable a hypothetical reasonable investor typical of the holder of claims or
interests of the relevant class to make an informed judgment about the Plan.
Accordingly, this announcement is not intended to be, nor should it be
construed as, a solicitation for a vote on the Plan. Friedman's will emerge
from Chapter 11 if and when the Plan receives the requisite stakeholder
approval and is confirmed by the Court.
Cautionary Statement Regarding Forward-Looking Statements
---------------------------------------------------------
Some of the statements included in the Plan and the Disclosure
Statement, 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; 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
prepetition 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
prepetition 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 2.1 Joint Plan of Reorganization of Friedman's Inc. and
Certain Affiliates, Debtors and Debtors-In-Possession
Exhibit 2.2 Disclosure Statement with Respect to the Joint Plan of
Reorganization of Friedman's Inc. and Certain Affiliates,
Debtors and Debtors-In-Possession
Exhibit 99.1 Press Release, dated August 7, 2005
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: August 9, 2005 By: /s/ C. Steven Moore
-----------------------------
C. Steven Moore
Chief Administrative Officer
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
Exhibit 2.1 Joint Plan of Reorganization of Friedman's Inc. and
Certain Affiliates, Debtors and Debtors-In-Possession
Exhibit 2.2 Disclosure Statement with Respect to the Joint Plan of
Reorganization of Friedman's Inc. and Certain Affiliates,
Debtors and Debtors-In-Possession
Exhibit 99.1 Press Release, dated August 7, 2005