Waban to redeem convertible debentures; Sets stockholder meeting date for consideration of spin-off of BJ's Wholesale Club division.NATICK, Mass.--(BUSINESS WIRE)--June 6, 1997--Waban Inc. (NYSE NYSE See: New York Stock Exchange :WBN) announced today the call for redemption on July 7, 1997, of all of its 6.5 percent Convertible Subordinated Debentures due July 1, 2002. Debentures in an aggregate principal amount of $106,934,000 are currently outstanding. Waban also announced that the 1997 Annual Meeting of Stockholders, at which various proposals relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Waban's proposed spin-off of its BJ's Wholesale Club BJ's Wholesale Club, Inc. NYSE: BJ is a membership-only warehouse club chain operating in the East Coast of the United States, as well as in the state of Ohio. History division will be considered, will be held on July 10, 1997 at 11:00 a.m. at 60 State Street, Boston, Mass. Assuming stockholder approval of such proposals and subject to certain conditions, including declaration of the distribution of shares of BJ's Wholesale Club Inc. by Waban's Board of Directors, Waban expects the spin-off would be effected by the end of July 1997. Waban has called all of its outstanding Convertible Debentures for redemption on July 7, 1997 at a redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. of $1,028.89, plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. of $1.0833 from July 1, 1997 to the redemption date Redemption date The date on which a bond matures or is redeemed. redemption date The date on which a debt security is scheduled to be redeemed by the issuer. The redemption date is the scheduled maturity date or, if applicable, a call date. , for a total redemption price of approximately $1,029.97 for each $1,000 principal amount of Convertible Debentures. No interest will accrue on the Convertible Debentures from and after the redemption date. The Convertible Debentures are convertible into shares of Waban Common Stock at the conversion price of $24.75 per share (equivalent to a conversion rate of 40.404 shares for each $1,000 principal amount of Convertible Debentures) until 6:00 p.m., Eastern time, on June 26, 1997, at which time the conversion privilege conversion privilege See exchange privilege. expires. The company will pay to their persons in whose names outstanding Convertible Debentures are registered at the close of business on June 15, 1997 (the next scheduled regular record date for interest payments) the interest payment due on July 1, 1997 (the next scheduled regular interest payment date). However, any holder that converts Convertible Debentures after June 15, 1997 must, as a condition to such conversion, submit with the Convertible Debentures being converted an amount, in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Clearing House funds Clearing house funds Funds from the Federal Reserve System, requiring three days to clear, that are passed to and from banks. or other funds acceptable to the company, equal to the interest of $32.50 for each $1,000 principal amount of Convertible Debentures payable on such Convertible Debentures on July 1, 1997. Such holder, therefore, will not receive the economic benefit of such interest payment. No other payment or adjustment will be made on account of interest on the Convertible Debentures accruing after January 1, 1997. The redemption is not conditioned upon the completion of the spin-off, and holders of Debentures will be required to decide whether to convert their Debentures prior to the spin-off. Waban has entered into a standby purchase agreement with Prudential Securities Inc. pursuant to which Prudential has agreed, subject to certain conditions, to purchase from Waban up to 2,160,606 shares of Waban Common Stock; however, Prudential will purchase shares from Waban if, and then only to the extent that, more than $53,474,000 of Convertible Debentures are not duly surrendered for conversion prior to 6:00 p.m., Eastern time, on June 26, 1997. Waban announced that it plans to mail a Proxy Statement/Prospectus describing the proposed spin-off to its stockholders in connection with the 1997 Annual Meeting. In addition, Waban said that the details concerning the terms and conditions of redemption or conversion are described in a Notice of Redemption and Expiration of Conversion Right being mailed to registered holders of Convertible Debentures on June 6, 1997. Redemption and conversion transactions will be handled by First Trust National Association. Waban Inc. is a major participant in the field of warehouse merchandising through its HomeBase and BJ's Wholesale Club businesses. BJ's Wholesale Club is one of the largest membership warehouse club chains in the northeastern United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , with 80 clubs currently in operation. HomeBase is a leading merchandiser of home improvement products in the western United States Noun 1. western United States - the region of the United States lying to the west of the Mississippi River West Santa Fe Trail - a trail that extends from Missouri to New Mexico; an important route for settlers moving west in the 19th century , currently operating 84 warehouse stores. Any sale of shares of Waban Common Stock by the standby purchaser, Prudential Securities Inc., shall be made only by means of a Prospectus. CONTACT: Waban Inc. Eileen H. Kirrane, 508/651-6650 |
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