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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)
July 31, 1999
THE NORTH FACE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-28596 94-3204082
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(Commission File No.) (IRS Employer Identification Number)
407 Merrill Avenue
Carbondale, Colorado 81623
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(Address of Principal Executive Offices)
(970) 704-2300
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
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On August 2, 1999, The North Face, Inc. issued a press release announcing
the extension until August 31, 1999 of the termination date under the
Transaction Agreement between it and TNF Acquisition LLC, an affiliate of
Leonard Green & Partners, L.P.
Item 7. (c) Exhibits:
10.1 Amendment to Transaction Agreement dated July 31, 1999.
99.1 Press Release dated August 2, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NORTH FACE, INC.
Dated: August 17, 1999 By: /s/ James G. Fifield
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James G. Fifield
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amendment to Transaction Agreement dated July 31, 1999
99.1 Press Release dated August 2, 1999.
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Exhibit 10.1
AMENDMENT TO
THE TRANSACTION AGREEMENT
THIS AMENDMENT TO THE TRANSACTION AGREEMENT (this "Amendment") is made and
entered into as of July 31, 1999 by and between The North Face, Inc., a Delaware
corporation (the "Company"), and TNF Acquisition LLC, a Delaware limited
liability company ("TNF"), with reference to the following facts:
A. The Company and TNF are parties to that certain Transaction
Agreement dated February 27, 1999, as amended as of the date hereof (the
"Transaction Agreement").
B. TNF wishes to extend the term of the Transaction Agreement and in
consideration therefor TNF has agreed to the other amendments set forth below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree that the following sections of the
Transaction Agreement shall be amended as follows:
The phrase "July 31, 1999" shall be deleted from the first sentence of
Section 10.1.5 of the Transaction Agreement and replaced with the phrase
"August 31, 1999."
The parties hereby agree that, notwithstanding anything to the
contrary contained in the Transaction Agreement, (i) the Company agrees to
reimburse TNF for its Expenses (as that term is defined in Section 10.3 of the
Transaction Agreement), as limited by subsection (ii) of this paragraph, if the
transactions contemplated by the Transaction Agreement are not consummated and
(ii) the maximum aggregate amount payable for such Expenses pursuant to Section
10.3 of the Transaction Agreement shall be limited to $2,200,000 for all
Expenses incurred by TNF through July 31, 1999 plus up to $500,000 of newly
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incurred reasonable documented Expenses incurred between August 1 and August 31,
1999. Payment pursuant to this paragraph shall be made in accordance with the
timing and manner set forth in the Transaction Agreement.
The parties hereby agree that (i) there is no basis for any termination
of the Transaction Agreement as a result of any alleged violation of Section
8.5 thereof prior to the date hereof; (ii) any prior attempt to terminate the
Transaction Agreement by either party is withdrawn and null and void; and
(iii) subject to the provisions of Section 8.5 of the Transaction Agreement,
no violation of the Transaction Agreement will result if the Company retains
BT Alex. Brown to assist it in evaluating its strategic alternatives.
Except as specifically amended hereby, the Transaction Agreement remains
in full force and effect.
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IN WITNESS HEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
THE NORTH FACE, INC.,
a Delaware Corporation
By:____________________________
Name:
Title:
TNF ACQUISITION LLC,
a Delaware limited liability company
By:____________________________
Name:
Title:
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Exhibit 99.1
The North Face, Inc. Agrees to Extend Term of Transaction Agreement
CARBONDALE, Colo., Aug. 2 -- The North Face, Inc. announced today that the
parties have agreed to extend until August 31, 1999 the termination date under
the Transaction Agreement between it and TNF Acquisition LLC, an affiliate of
Leonard Green & Partners, L.P. The Transaction Agreement provides for a tender
offer for all shares of The North Face (other than shares held by an affiliate)
and a related recapitalization. In agreeing to this extension, the parties also
agreed to cap at $2.7 million the expenses payable by The North Face to TNF
Acquisition if the transaction is not consummated. The parties intend to use the
30-day extension period for additional due diligence and to determine an agreed
upon price for the transaction.
The North Face, Inc. designs and distributes technically sophisticated
outerwear, snowsports apparel, functional sportswear, tents, sleeping bags,
backpacks, daypacks, accessories and rugged footwear under The North Face(R)
name. Through its subsidiary, La Sportiva USA, and its affiliate, La Sportiva
S.r.L, the Company designs, manufactures and distributes rock climbing shoes,
mountaineering boots and other rugged footwear under the La Sportiva name. The
Company sells its products primarily to select specialty retailers throughout
the United States, Europe and Canada.
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as, ``forward-looking statements''
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67. There can be no assurance
that the transaction will be consummated. The Company cautions readers that
actual results or events may differ from those indicated in the forward-looking
statement.
