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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) February 11, 2000
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Specialty Catalog Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-21499 04-3253301
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
21 Bristol Drive, South Easton, Massachusetts 02375
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (508) 238-0199
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 18, 2000, Specialty Catalog Corp. (the "Company") entered
into a definitive agreement (the "Merger Agreement") for sale of the Company to
companies controlled by Golub Associates Incorporated ("GAI") and its
affiliates. The Company previously reported the execution of the Merger
Agreement on a Form 8-K. As previously reported, the merger is subject to the
satisfaction of a number of closing conditions, including, GAI obtaining
financing necessary to complete the transaction. GAI did not obtain its
financing commitments by the date designated in the Merger Agreement, at which
time the Company was permitted to terminate the Merger Agreement. On February
11, 2000 the Company extended the time available to GAI to secure its financing
commitments until March 1, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2.1 Agreement and Plan of Recapitalization and Merger by and among
Golub Associates Incorporated, Catalog Acquisition Corp., and
Specialty Catalog Corp. dated January 18, 2000. (previously
filed)
2.2 Company Option Agreement dated January 18, 2000 by and among
Golub Associates Incorporated and Specialty Catalog Corp.
(previously filed)
2.3 Agreement extending the time available to GAI to secure its
financing commitments until March 1, 2000.
99.1 Press release dated January 19, 2000. (previously filed)
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SIGNATURES
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.
Dated: February 11, 2000 SPECIALTY CATALOG CORP.
By: /s/ Thomas K. McCain
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Thomas K. McCain, Senior Vice
President and Chief Financial Officer
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Exhibit 2.3
SPECIALTY CATALOG CORP.
21 Bristol Drive
South Easton, MA 02375
February 11, 2000
Mr. Lawrence E. Golub
Golub Associates, Inc.
230 Park Avenue, 19th Floor
New York, New York 10169
Dear Lawrence:
Specialty Catalog Corp. (the "Company") and Golub Associates, Inc.
("GAI") are parties to an Agreement and Plan of Recapitalization and Merger (the
"Agreement") dated as of January 18, 2000. Pursuant to the Agreement, the
Company would be merged with Catalog Acquisition Corp. and each holder of the
Company's common stock, other than certain continuing shareholders, would
receive $5.00 per share.
Pursuant to the terms of the Agreement, if GAI did not receive
financing commitments necessary for it to consummate the proposed merger by the
date set forth in Section 4.16 of the Agreement, the Company would be permitted
to terminate the Agreement without any penalty to it. While the designated
deadline has passed, the Company wishes to continue to work with you to
consummate the proposed merger and has determined to extend the time available
for GAI to obtain its financing commitments. Accordingly, Section 4.16 and
Section 6.1(b)(iii) of the Agreement are hereby amended by extending the date by
which GAI must obtain its financing commitments until March 1, 2000.
Specialty Catalog Corp.
By:
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