As filed with the Securities and Exchange Commission on August 27, 2013

 

Registration No. 333-133184

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 10
to

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

THE NEIMAN MARCUS GROUP, INC.

(Exact name of registrant as specified in its charter)
(see table of additional registrants)

 

Delaware

 

5311

 

95-4119509

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer Identification Number)

 

One Marcus Square,
1618 Main Street,
Dallas, Texas 75201,
(214) 743-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Tracy M. Preston, Esq.

 

Robert P. Davis, Esq.

The Neiman Marcus Group, Inc.

 

Cleary Gottlieb Steen & Hamilton LLP

One Marcus Square, 1618 Main Street

 

One Liberty Plaza

Dallas, Texas 75201

 

New York, New York 10006

(214) 743-7600

 

(212) 225-2670

(Name, address, including zip code, and telephone number,

 

(Copies of all communications, including

including area code, of agent for service)

 

communications sent to agent for service)

 

Approximate date of commencement of proposed sale to the public:   Not applicable.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

 

 



 

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact Name of 
Registrant as Specified
in its Charter

 

State or Other
Jurisdiction of
Incorporation
or Organization

 

Primary Standard
Industrial
Classification Code
Number

 

I.R.S. Employer
Identification
Number

 

Address, including Zip Code
and Telephone Number,
including Area Code, of
Agent
for Service, of Registrant’s
Principal Executive Offices

Neiman Marcus, Inc.

 

Delaware

 

5311

 

20-3509435

 

1618 Main St.
Dallas, TX 75201
214-743-7600

NM Financial Services, Inc.

 

Delaware

 

5311

 

86-0862446

 

3200 Las Vegas Blvd.
Las Vegas, NV 89109
702-731-3636

BergdorfGoodman.com, LLC

 

Delaware

 

5311

 

20-1470289

 

1618 Main St.
Dallas, TX 75201
214-743-7600

Bergdorf Goodman, Inc.

 

New York

 

5311

 

13-0485530

 

754 Fifth Ave.
New York, NY 10019
212-753-7300

Bergdorf Graphics, Inc.

 

New York

 

5311

 

13-2739271

 

754 Fifth Ave.
New York, NY 10019
212-753-7300

NEMA Beverage Corporation

 

Texas

 

5311

 

75-2323412

 

1618 Main St.
Dallas, TX 75201
214-741-6911

NEMA Beverage Holding Corporation

 

Texas

 

5311

 

75-2849264

 

1618 Main St.
Dallas, TX 75201
214-741-6911

NEMA Beverage Parent Corporation

 

Texas

 

5311

 

75-2849262

 

1618 Main St.
Dallas, TX 75201
214-741-6911

Worth Avenue Leasing Company

 

Florida

 

5311

 

04-3435996

 

1618 Main St.
Dallas, TX 75201
214-741-6911

NMGP, LLC

 

Virginia

 

5311

 

06-1701558

 

1618 Main St.
Dallas, TX 75201
214-741-6911

NM Nevada Trust

 

Massachusetts

 

5311

 

04-3343700

 

3200 Las Vegas Blvd.
Las Vegas, NV 89109
702-731-3636

 

2



 

DEREGISTRATION OF SECURITIES

 

As originally filed, this registration statement registered under the Securities Act of 1933, as amended, resales of two series of debt securities, each issued by The Neiman Marcus Group, Inc. and guaranteed by the other registrants named herein:  the 9%/9 ¾% Senior Notes due 2015 (the “senior notes”) and the 10 3/8% Senior Subordinated Notes due 2015 (the “senior subordinated notes”).  After all senior notes were retired, this registration statement was updated through Post-Effective Amendment No. 8 to withdraw the senior notes not previously sold thereunder from registration.

 

All senior subordinated notes have now been retired as well, and the registrants hereby deregister, by means of this Post-Effective Amendment No. 10, the senior subordinated notes, to the extent not previously sold hereunder, and all guarantees of securities not previously sold hereunder.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, The Neiman Marcus Group, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

THE NEIMAN MARCUS GROUP, INC.

 

 

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Executive Vice President, Chief Operating Officer and Chief Financial Officer

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Neiman Marcus, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NEIMAN MARCUS, INC.

 

 

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Executive Vice President, Chief Operating Officer and Chief Financial Officer

 

5



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NM Financial Services, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NM FINANCIAL SERVICES, INC.

 

 

 

 

 

 

 

By:

/s/ Kim Yee

 

 

Kim Yee

 

 

Vice President

 

6



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, BergdorfGoodman.com, LLC has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

BERGDORFGOODMAN.COM, LLC

 

 

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Vice President

 

7



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Bergdorf Goodman, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

BERGDORF GOODMAN, INC.

 

 

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Vice President

 

8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Bergdorf Graphics, Inc. has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

BERGDORF GRAPHICS, INC.

 

 

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Vice President

 

9



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NEMA BEVERAGE CORPORATION

 

 

 

 

 

By:

/s/ Kim Yee

 

 

Kim Yee

 

 

President

 

10



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Holding Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NEMA BEVERAGE HOLDING CORPORATION

 

 

 

 

 

By:

/s/ Kim Yee

 

 

Kim Yee

 

 

President

 

11



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NEMA Beverage Parent Corporation has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NEMA BEVERAGE PARENT CORPORATION

 

 

 

 

 

By:

/s/ Kim Yee

 

 

Kim Yee

 

 

President

 

12



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Worth Avenue Leasing Company has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

WORTH AVENUE LEASING COMPANY

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Vice President

 

13



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NMGP, LLC has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NMGP, LLC

 

 

 

 

 

By:

/s/ James E. Skinner

 

 

James E. Skinner

 

 

Vice President

 

14



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, NM Nevada Trust has duly caused this Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 27th day of August, 2013.

 

 

NM NEVADA TRUST

 

 

 

 

 

By:

/s/ Kim Yee

 

 

Kim Yee

 

 

Vice President

 

15