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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 26, 2000
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(Date of Report)
JULY 24, 2000
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(Date of earliest event reported)
CLUETT AMERICAN CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
333-58059
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(Commission File Number)
22-2397044
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(IRS Employer Identification No.)
48 WEST 38TH STREET, NEW YORK, NEW YORK, 10018
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(Address of principal executive offices) (Zip Code)
(212) 984-8900
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On July 24, 2000, the transactions contemplated by the Purchase and
Sale Agreement among Cluett, Peabody & Co., Inc., a Delaware corporation ("CP"),
Cluett, Peabody Canada, Inc., a Canadian corporation ("CP Canada"), Arrow
Factory Stores Inc., a Delaware corporation ("AFS"), Cluett Designer Group,
Inc., a Delaware corporation ("CDG"), Consumer Direct Corporation, a Delaware
corporation ("CDC"), Cluett, Peabody Holding Corp., a Delaware corporation
("Holding"), and Phillips-Van Heusen Corporation, a Delaware corporation
("PVH"), (the "Purchase and Sale Agreement") and the Share Purchase Agreement
among CP, CDG, Bidermann Tailored Clothing Inc., a Delaware corporation ("BTC"),
and PVH (the "Share Purchase Agreement" and, collectively with the Purchase and
Sale Agreement, the "Agreements") were closed. Each of the parties to the
Agreements other than PVH and CDG is, and prior to the closing CDG was, a
wholly-owned subsidiary of Cluett American. Copies of the Agreements are
attached as exhibits hereto and are incorporated herein by this reference.
Pursuant to the Share Purchase Agreement, all of the outstanding shares
of capital stock of CDG were sold by CP and BTC to PVH. Pursuant to the Purchase
and Sale Agreement, (i) all of the outstanding shares of capital stock of C.A.T.
Industrial S.A. de C.V., a corporation organized under the laws of Honduras,
were sold to PVH by CP, AFS, CDG, CDC and Holding, (ii) PVH purchased all of
CP's and AFS's right, title and interest in and to certain of the other assets
(principally inventory) of CP and AFS used primarily by CP and AFS in their
Arrow label and private label men's and boy's dress and sport shirts business
and their Arrow factory outlet operations in the United States and (iii) PVH
purchased all of CP Canada's right, title and interest in and to Arrow label
dress and sport shirt inventory used in CP Canada's United States "Career
Apparel" business. The aggregate purchase price paid by PVH pursuant to the
Purchase and Sale Agreement and the Share Purchase Agreement for the stock and
assets referred to above was approximately $46.9 million in cash, calculated as
set forth in, and subject to adjustment pursuant to, Article 3 of each of the
Purchase and Sale Agreement and the Share Purchase Agreement. Cluett American
has irrevocably and unconditionally guaranteed the payment of any amount payable
by CP or BTC to PVH under each Agreement which is not paid by CP or BTC when
due, including pursuant to the purchase price adjustment and indemnification
provisions of the Agreements.
Pursuant to the Purchase and Sale Agreement, the Trademark License
Agreement, dated July 24, 2000, by and between Cluett Peabody Resources
Corporation, a Delaware corporation and a wholly-owned subsidiary of Cluett
American, CP and PVH was executed and delivered. Pursuant to the Trademark
License Agreement, CP granted to PVH an exclusive license to use trademarks
related to CP's "Arrow" clothing line in the United States and its territories
and possessions in connection with its manufacture, advertising, marketing,
promotion, distribution, offer to sell and sale of men's and boys'
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dress shirts, sports shirts (including knit, woven and all forms of fleece),
pants, shorts and sweaters in certain specified channels of trade, including the
Internet. CP also granted to PVH the right to operate websites that use URLs
that incorporate the licensed trademarks. The initial term of the license
expires on June 30, 2007; however, PVH has the option to renew the Trademark
License Agreement for two additional five year terms, provided it meets certain
conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
To be filed by amendment.
(c) Exhibits
1. Purchase and Sale Agreement among Cluett, Peabody & Co., Inc.,
Cluett, Peabody Canada, Inc., Arrow Factory Stores Inc., Cluett Designer Group
Inc., Consumer Direct Corporation, Cluett, Peabody Holding Corp. and
Phillips-Van Heusen Corporation, dated as June 12, 2000
2. Share Purchase Agreement among Cluett, Peabody & Co., Inc., Cluett
Designer Group Inc., Bidermann Tailored Clothing Inc. and Phillips-Van Heusen,
dated as of June 28, 2000.
3. Joint Press Release issued by Phillips-Van Heusen Corporation and
Cluett American Corp., dated July 24, 2000, announcing completion of the
licensing of the U.S. Arrow trademark and the sale of Cluett Designer Group Inc.
to Phillips-Van Heusen Corporation.
A copy of any exhibit or schedule to either of the above-listed
agreements will be furnished supplementally to the Securities and Exchange
Commission upon request.
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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.
CLUETT AMERICAN CORP.
By: /s/ BRYAN P. MARSAL
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Name: Bryan P. Marsal
Title: Director, President and
Chief Executive Officer
Dated: July 26, 2000
