UNITED STATES 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:
(Date of earliest event reported)
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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1-7832
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75-1729843 |
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
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100 Pier 1 Place
Fort Worth, Texas 76102
(Address of principal executive offices
and zip code)
(817) 252-8000
(Registrant’s telephone
number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On
March 20, 2006, Pier 1 Imports (U.S.), Inc. and PIR Trading,
Inc., both of which are subsidiaries of Pier 1 Imports, Inc. (the “Company”), entered into an agreement (the
“Agreement”) for the sale and purchase of the entire issued share capital of The Pier Retail Group
Limited, based in England, and its subsidiaries (collectively, “The Pier”) to Palli Limited for
approximately $15 million. Palli Limited is a wholly owned subsidiary of Lagerinn ehf, an Iceland
corporation owned by Jakup a Dul Jacobsen. Collectively Lagerinn ehf and Mr. Jacobsen beneficially
own approximately 9.9% of the Company’s common stock. As of February 25, 2006, the Company
operated over 40 The Pier stores and concessions located in the United Kingdom and Ireland.
The Company recorded a non-cash pre-tax impairment charge of approximately $7 million in the
fiscal year 2006 fourth quarter to state its investment in this subsidiary at estimated fair value
as of February 25, 2006. The results of this subsidiary will be classified as discontinued
operations for all periods presented in the Company’s consolidated financial statements.
The Pier Retail Group Limited and its subsidiaries were not together a significant subsidiary,
and the $7 million pre-tax impairment charge was not a material
charge incurred in connection with exit or disposal activities.
The
foregoing summary of the transaction is qualified in its entirety by
reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| 10.1 |
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Agreement for the Sale and Purchase of the Entire Issued Share Capital of The Pier Retail
Group Limited dated March 20, 2006, by and among PIR Trading, Inc., Pier 1 Imports (U.S.),
Inc., Palli Limited and Lagerinn ehf. |