S&P 600 SmallCap
28.12.2005 03:15:00
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Linens 'n Things Announces Proxy Filing
The date for the shareholders meeting has been set at Monday,January 30, 2006 at 4:00 p.m. (EST), with a record date of December15, 2005.
The financing necessary to complete the merger is conditioned on,among other things, the Company's comparable net sales for the 2005fourth quarter being not less than negative 6% and the Company'sEBITDA (adjusted in certain respects as set forth in the financingcommitment) for the fiscal year ending December 31, 2005 being notless than $140 million.
The definitive proxy statement being filed today reflects theCompany's belief, based on improved sales trends, that it will satisfythe net comparable sales condition. Today's filing also reflects theCompany's belief that it will satisfy the minimum EBITDA condition tothe debt financing. That condition continues to be subject to variousuncertainties, including, the year-end audit, absence of significantaudit changes or adjustments in connection with the audit of thefiscal 2005 financial statements, and the satisfactory completion andresults of our year-end physical inventory, among other things.Subject to satisfactory results for the remainder of the year anduntil satisfactory completion of the year-end audit, there can be noassurance that such conditions will be satisfied. Shareholders andinvestors are encouraged to read the definitive proxy statement beingfiled with the Securities and Exchange Commission and beingdistributed to the Company's shareholders.
Important Information
In connection with the proposed Apollo merger transaction, Linens'n Things has filed relevant materials with the Securities andExchange Commission, including a proxy statement. BECAUSE THOSEDOCUMENTS CONTAIN IMPORTANT INFORMATION, HOLDERS OF LINENS 'N THINGSCOMMON STOCK ARE URGED TO READ THEM CAREFULLY. They are available forfree (along with any other documents and reports filed by Linens 'nThings with the SEC) at the SEC's website, www.sec.gov. The proxystatement notifies Linens 'n Things stockholders on how to obtaintransaction-related documents for free from Linens 'n Things.
Participant Information
Linens 'n Things and its directors and executive officers may bedeemed to be participants in the solicitation of proxies from itsshareholders in connection with the proposed transaction. Certaininformation regarding the participants and their interest in thesolicitation is set forth in the proxy statement for Linens 'n Things'2005 annual meeting of shareholders filed with the SEC on April 8,2005 and the Form 4s filed by Linens 'n Things directors and executiveofficers since April 8, 2005. Shareholders may obtain additionalinformation regarding the interests of such participants by readingthe proxy statement relating to the proposed transaction when itbecomes available.
Forward-Looking Information
The foregoing contains forward-looking statements within themeaning of The Private Securities Litigation Reform Act of 1995. Theforward-looking information can be identified by such forward-lookingterminology as "anticipate", "belief", "may" and similar terms orvariations of such terms. Our forward looking statements, includingthose relating to consummation of the merger and satisfaction of theminimum financial conditions to the debt financing condition to themerger, are based on our current expectations, assumptions, estimatesand projections about our Company and involve significant risks anduncertainties, including: conduct and completion of the 2005 year-endaudit, including audit of the amounts included in EBITDA; absence ofany significant audit changes or adjustments; conduct and satisfactorycompletion and results of year-end physical inventory; size and amountof year-end inventory shrink expense or any other variations betweenestimated and actual amounts for the Company's critical accountingestimates and other significant accounting estimates; timing andamount of vendor allowances in fiscal 2005, including vendorsatisfaction of allowance support in fiscal 2005 for merchandisemarkdowns and promotional events; a highly promotional retailenvironment and aggressive pricing from other retailers; the successof the holiday selling season, which historically accounts for adisproportionate share of 4Q sales and earnings; the timing and amountof merchandise markdowns; impact of marketing changes and marketingtiming; severe or unusual weather conditions; the impact offluctuations in Canadian exchange rates for the Company's Canadianstores; rising healthcare benefit costs; and differences experiencedin the past between forecasted and actual results for prior fiscalperiods. If these or other significant risks and uncertainties occur,or if our estimates or underlying assumptions prove inaccurate, ouractual results could differ materially and the conditions to theconsummation of the merger may not be satisfied. You are urged toconsider all such risks and uncertainties. In light of the uncertaintyinherent in such forward-looking statements, you should not considertheir inclusion to be a representation that such forward-lookingmatters will be achieved. The Company assumes no obligation to anddoes not plan to update any such forward-looking statements.
Non-GAAP Information
EBITDA is used in this release because it is relevant to investorsunderstanding of one of the financial conditions to the debt financingas described in the debt commitment letters referred to above. EBITDAshould not be considered as a measure of financial performance underaccounting principles generally accepted in the United States. Theitems excluded from EBITDA are significant components in understandingand assessing financial performance of a business enterprise. EBITDAas referred to in this release is further subject to certainadjustments specified in the debt financing commitments, which areattached as exhibits to the Company's Current Report on Form 8-K filedwith the SEC on November 9, 2005. EBITDA should not be considered byitself or as an alternative to net income, cash flows generated byoperating, investing or financing activities or other financialstatement data presented in the consolidated financial statements asan indicator of operating performance or as a measure of liquidity.
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