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Orchard Supply Hardware Corp

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Orchard Supply Hardware Corp SECURITIES AND EXCHANGE COMMISSION FORM 424B1 Prospectus filed pursuant to Rule 424(b)(1) Filing Date: 1994-01-24 SEC Accession No. 0000898430-94-000052 (HTML Version on secdatabase.com) FILER ORCHARD SUPPLY HARDWARE CORP Business Address 6450 VIA DEL ORO CIK:856712| IRS No.: 954214111 | State of Incorp.:DE | Fiscal Year End: 0131 SAN JOSE CA 95119 Type: 424B1 | Act: 33 | File No.: 033-51437 | Film No.: 94502315 4082813500 SIC: 5200 Building materials, hardware, garden supply ORCHARD SUPPLY HARDWARE STORES CORP Business Address 6450 VIA DEL ORO CIK:896842| IRS No.: 954214109 | State of Incorp.:DE | Fiscal Year End: 0126 SAN JOSE CA 95119 Type: 424B1 | Act: 33 | File No.: 033-51437-01 | Film No.: 94502316 4082813500 SIC: 5200 Building materials, hardware, garden supply Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FILED PURSUANT TO RULE 424(b)(1) REGISTRATION NO. 33-51437 PROSPECTUS $100,000,000 [LOGO OF ORCHARD SUPPLY HARDWARE APPEARS HERE] ORCHARD SUPPLY HARDWARE CORPORATION 9 3/8% SENIOR NOTES DUE 2002 ------------ UNCONDITIONALLY GUARANTEED BY ORCHARD SUPPLY HARDWARE STORES CORPORATION ------------ Interest Payable February 15 and August 15 ------------ Orchard Supply Hardware Corporation ("Orchard Supply") is offering (the "Offering") $100,000,000 aggregate principal amount of its 9 3/8% Senior Notes Due 2002 (the "Notes"). Interest on the Notes will be payable semi-annually on February 15 and August 15 of each year, commencing August 15, 1994. The Notes will be redeemable at the option of Orchard Supply, in whole or in part, on or after February 15, 1998, at the redemption prices set forth herein. The Notes will not be subject to any mandatory sinking fund provisions. Upon the occurrence of a Change of Control (as defined), each holder of the Notes will have the option to cause Orchard Supply to repurchase all or a portion of such holder's Notes at 101% of the principal amount thereof, plus accrued interest to the date of repurchase. The Notes will be unsecured and will rank pari passu in right of payment with all senior indebtedness of Orchard Supply. The Notes will be unconditionally guaranteed on a senior basis (the "Parent Guarantee") by Orchard Supply Hardware Stores Corporation, the parent of Orchard Supply. As of October 31, 1993, the aggregate amount of senior indebtedness of Orchard Supply, as adjusted to give effect to the application of the estimated net proceeds from this Offering, would have been approximately $139.7 million. See "Description of Notes." ------------ SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. <TABLE> <CAPTION> - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Price to Underwriting Proceeds to Public(1) Discount(2) Company(1)(3) - --------------------------------------------------------------------------------- <S> <C> <C> <C> Per Note............................... 100% 2.50% 97.50% - --------------------------------------------------------------------------------- Total.................................. $100,000,000 $2,500,000 $97,500,000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- </TABLE> (1) Plus accrued interest, if any, from January 27, 1994 to the date of delivery. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before deducting expenses payable by Orchard Supply estimated at $500,000. ------------ The Notes offered by this Prospectus are offered by the Underwriters subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the Underwriters and to certain further conditions. It is expected that delivery of the Notes will be made at the offices of Lehman Brothers Inc., New York, New York, on or about January 27, 1994. ------------ LEHMAN BROTHERS JEFFERIES & COMPANY, INC. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MONTGOMERY SECURITIES January 20, 1994 [COMPANY LOGO] [MAP OF CALIFORNIA] [PHOTO 1] Existing Stores, Store located in Salinas, Distribution Center and California. Expected 1994 Store Openings [PHOTO 2] Quick and easy check out. [PHOTO 4] [PHOTO 3] Extensive selection of Orchard offers a broad range striking tools and of quality plants, shrubs replacement handles. and bedding plants. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and financial statements (including the Notes thereto) appearing elsewhere in this Prospectus. As used in this Prospectus, the term "Orchard Holding" refers to Orchard Supply Hardware Stores Corporation, a Delaware corporation, the term "Orchard Supply" refers to its wholly owned subsidiary, Orchard Supply Hardware Corporation, a Delaware corporation, and unless the context indicates otherwise, the terms "Company" and "Orchard" refer to Orchard Holding and Orchard Supply and its predecessor company. Unless otherwise indicated, as used in this Prospectus all references to a fiscal year shall mean the fiscal year of the Company which commences in such year (for example, the fiscal year commencing January 27, 1992 and ending January 31, 1993 is referred to herein as fiscal 1992). THE COMPANY Orchard, founded in 1931, operates 43 hardware superstores which average approximately 40,000 square feet of interior and exterior selling space. All of the Company's current stores are located in Northern and Central California. Orchard primarily targets the "fix-it" homeowner focused on repair and maintenance projects and is positioned in a unique niche between small, high- priced independent hardware retailers and large warehouse home center chains. Orchard strives to offer the service and convenience of a "mom and pop" hardware store and a greater depth and breadth of "fix-it" products in its core product categories than the large warehouse home center chains. Orchard's business strategy is to provide a broad merchandise selection, outstanding service, convenient, well organized stores and fair everyday pricing, thereby encouraging its customers to perceive Orchard as the primary destination for their "fix-it" needs. Broad Selection. Orchard offers a wide selection of brand name and private label merchandise, including many products not carried by its competitors, in its core areas of hardware, plumbing, electrical and garden and nursery. Orchard's stores carry approximately 45,000 stock keeping units ("SKUs") and maintain a high in stock position (98% on average) to ensure the availability of its merchandise to customers. This breadth of selection contrasts with the Company's warehouse competitors, which typically carry only 25,000 to 33,000 SKUs. High Levels of Customer Service. The Company is committed to furnishing outstanding levels of customer service through knowledgeable, well trained personnel and a number of value-added services. These services include pick-up stations at each location, a proprietary credit card and "how-to" fairs. Convenient, Well Organized Stores. Orchard currently operates 43 conveniently located stores. Orchard stores have low profile shelving, descriptive signs and efficient check-out stations which provide customers an attractive shopping environment and the ability to get in and out of the store quickly. The Company's stores follow a standard merchandise layout and maintain a consistent appearance. Value Pricing. The Company provides the customer with value through a combination of broad merchandise selection, outstanding service, convenient, well organized stores and fair everyday pricing. Fair everyday pricing entails competitive pricing on high visibility, high volume products and higher margins Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document on other products which in many cases are not carried by competitors. Consistent with the Company's expansion strategy to increase market share in existing markets and to open stores in attractive new markets, the Company announced on November 9, 1993 its intent to acquire nine former Builders Emporium store sites (the "Expansion"). The Company completed the acquisition of 3 six of these sites (Pasadena, Burbank, Van Nuys and Hollywood in metropolitan Los Angeles, and Pismo Beach and Redding in Central and Northern California, respectively) on November 16, 1993 and completed the acquisition of the remaining three sites (South Pasadena and West Los Angeles in metropolitan Los Angeles and
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