Summary of SYMS CORP - Yahoo! Finance

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously disclosed, on November 2, 2011, Syms Corp., (the "Company") and each of its subsidiaries, Filene's Basement, LLC, Syms Advertising Inc., and Syms Clothing, Inc. (the "Subsidiaries" and, together with the Company, the "Debtors"), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Company's chapter 11 cases (the "Chapter 11 Cases") are being jointly administered under Case No. 11-13511.

On July 13, 2012 the Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of the Company and its Subsidiaries co-proposed by the Debtors and the Official Committee of Syms Corp. Equity Security Holders (collectively, and as may be subsequently amended, supplemented, or modified, the "Plan"). Along with the Plan, the Debtors also filed on July 13, 2012 the Disclosure Statement With Respect to the Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (collectively, and as may be subsequently amended, supplemented, or modified, the "Disclosure Statement"). On July 13, 2012, the Bankruptcy Court approved the Disclosure Statement and set a schedule for the solicitation of acceptances of the Plan and a date of August 29, 2012 for a hearing on confirmation of the Plan.

In connection with proposal of the Plan, the Company entered into an Equity Commitment Agreement (the "ECA") among (i) the Company, (ii) Marcy Syms, (iii) the Laura Merns Living Trust (the "Merns Trust"), (iv) the Marcy Syms Revocable Living Trust, as amended (the "Marcy Syms Trust" and, together with Marcy Syms and the Merns Trust, the "Majority Shareholder") and (v) the certain specified members of the Equity Committee of the Company and their affiliates (the "Backstop Parties"). The ECA contemplates that, pursuant to and upon the effective date of the Plan, the Majority Shareholder will sell all of its shares to the Company at a price of $2.49 per share. In connection with the ECA and pursuant to the Plan, the Company will offer to sell to existing minority shareholders other than the Majority Shareholder, who qualify as "accredited investors" within the meaning of Regulation D under the Exchange Act, the right to purchase a total of more than 10 million new shares of the Company at a price equal to $2.49 per share, or approximately $25 million in the aggregate (the "Rights Offering"). Pursuant to the ECA, the Backstop Parties agree to purchase each of their pro rata share of the new shares made available in the Rights Offering, as well as new shares that are not subscribed for by other shareholders in the Rights Offering.

The foregoing descriptions of certain transactions contemplated by the ECA and the Plan are summaries only and do not purport to be complete and are qualified, in all respects, by the actual provisions of the ECA, the Plan and related documents. Copies of the ECA, the Plan and the Disclosure Statement relating to the Plan are on file with the Bankruptcy Court.

The Company recommends that its creditors and shareholders refer to the limitations and qualifications included in the Plan and the Disclosure Statement. Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments to the Plan and the Disclosure Statement, actions of third parties or otherwise.

-2-

This announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan. The Plan will become effective only after it receives the requisite acceptance of the Debtors' creditors and is confirmed by the Bankruptcy Court. There can be no assurance that the Plan will be acceptable to the Debtors' creditors or confirmed by the Bankruptcy Court.

This report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the contemplated Rights Offering. Securities that may be issued pursuant to the contemplated Rights Offering or the ECA will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an available exemption from registration.