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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) March 8, 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
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(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 March 9, 2000, Specialty Catalog Corp. (the "Company") issued a press
release announcing that the Company and Golub Associates Incorporated ("GAI")
and its affiliates have mutually terminated the Merger Agreement between the
Company, GAI and Catalog Acquisition Corp. The Merger Agreement was executed for
the purpose of completing the previously announced sale of the Company to
companies controlled by GAI and its affiliates.
The foregoing summary of the press release is qualified by the copy of the
press release attached hereto as Exhibit 99.1, which is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press release dated March 9, 2000.
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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: March 14, 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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SPECIALTY CATALOG CORP.
COMPANY CONTACT: KCSA CONTACT:
Thomas McCain, SVP & CFO Daniel P. Stepanek/Darryl Hunt
508-238-0199 212-896-1202/1206
FOR IMMEDIATE RELEASE
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SPECIALTY CATALOG CORP. AND GOLUB ASSOCIATES MUTUALLY AGREE TO
TERMINATE MERGER AGREEMENT
SOUTH EASTON, Mass., March 9, 2000 - Specialty Catalog Corp. (NASDAQ:CTLG
("Company") announced today the Company and Golub Associates Incorporated
("GAI") and its affiliates have mutually terminated the Merger Agreement between
the Company and GAI and its affiliates. The Merger Agreement was executed for
the purpose of completing the previously announced sale of the Company to
companies controlled by GAI and its affiliates.
Although financing was arranged, the Merger Agreement has been
terminated because other conditions could not be satisfied on a timely basis.
The Board of Directors of the Company has not terminated its previously
announced common stock buy back program. Subject to the approval of its current
lender, the Company is authorized to purchase up to $1 million of the Company's
common stock, and approximately $500,000 of that authorization remains open.
Subject to the approval of its current lender, purchases may be made in the open
market or in privately negotiated transactions. The repurchase program may be
suspended without further notice.
Specialty Catalog Corp. is a direct marketer targeting niche consumer
product categories through a variety of catalogs and over the Internet. The
Company is the leading U.S. retailer of women's wigs and hairpieces through its
Paula Young(Registered Trademark) catalogs. The Company also offers African-
American women a broad selection of quality wigs, hairpieces, apparel and
related products through its Especially Yours(Registered Trademark) catalogs.
The Company's web site, www.wig.com, serves as an entry point with hyper-links
to paulayoung.com and especiallyyours.com, two of Specialty Catalog's branded
wig and hair web sites.
(more)
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Through its subsidiary, Daxbourne International Limited, Specialty
Catalog Corp. is a leading retailer and wholesaler of women's wigs and
hairpieces in the United Kingdom. The Company also markets continuing education
courses, seminars, conferences and other products to nurses, mental health
professionals and CPAs through its SC Publishing subsidiary.
Golub Associates Incorporated is an affiliate of Golub PS-GP LLC, which
is the general partner of Leg Partners III SIBC LP, a New York-based privately
owned investment partnership that previously reported a 13.69 percent investment
stake in Specialty Catalog Corp. Mr. Lawrence Golub is the managing member of
Golub PS-GP LLC.
Statements contained in this press release not historical in nature are
"forward-looking statements" as provided by the Private Securities Reform
Litigation Act of 1995. Such statements are subject to a variety of risks and
uncertainties. There are a number of factors that could cause the Company's
actual results to differ materially from those expressed in, or suggested by,
any forward-looking statements made by the Company. The factors include, but are
not limited to, the Company's ability to resolve the contingencies and
conditions contained in the Merger Agreement for the acquisition of Specialty
Catalog Corp. by Golub (as defined and referenced above). Risk factors also
include, but are not limited to: the Company's ability to achieve its revenue
goals which are dependent on the effectiveness of the Company's catalogs and
marketing and advertising programs; the Company's ability to effectively manage
its costs and expenses which are affected by, among other items, changes in
postal rates, paper prices and media costs; the Company's pursuit of new
branding strategies and growth opportunities, including acquisitions and
assimilation of acquired companies; changes in the Company's management team;
and the Company's implementation of new information systems. The factors also
include, but again are not limited to, those risks set forth in the Company's
Annual Report on Form 10-K, periodic reports on Form 10-Q and other filings made
with the Securities and Exchange Commission.
VISIT OUR WEB SITES AT: www.ctlg.com, www.paulayoung.com, www.wig.com,
www.especiallyyours.com, www.westernschools.com and www.AHI-online.com.
This press release and prior releases are available on the KCSA Public Relations
Worldwide Web site at www.kcsa.com. KCSA Worldwide, New York -- Daniel
Stepanek/Darryl Hunt (212/896-1202/6), [email protected], [email protected].
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