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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 ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2000
DANIEL GREEN COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-00774 150327010
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
(Address of principal executive offices)
(315) 429-3131
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On February 3, 2000, Daniel Green Company (the "Company") closed
its acquisition of two L.B. Evans' Son Company Limited Partnership ("L.B.
Evans'") product lines and other L.B. Evans' assets, as well as the right to
sell the slipper moccasin and slipper sock product lines of Woolrich, Inc.
("Woolrich").
Daniel Green purchased the following assets from L.B. Evans:
1. All intellectual property of L.B. Evans', including,
trademarks.
2. L.B. Evans' rights under a License Agreement between L.B.
Evans' and John Rich and Sons Investment Holding Company, dated December 19,
1997, as amended, whereby L.B. Evans' is authorized to sell and distribute
Woolrich brand slippers, moccasins and slipper sock product lines throughout the
United States, its territories and possessions and Canada.
3. All customer lists and supplier lists of L.B. Evans'.
4. Certain computer hardware.
5. L.B. Evans' finished goods inventory, including all
representations and guarantees in connection with the inventory, all rights
against third parties, including rights to enforce confidentiality and duty of
loyalty obligations to L.B. Evans'.
6. All prepaid items, deposits and other similar assets of
L.B. Evans' attributable to the above-referenced assets.
7. All good will of L.B. Evans' associated with its business
of selling men's and women's slippers and leisure footwear.
The Company paid $781,293.75 for the finished goods inventory. The
amount of said consideration is based upon the cost of said inventory. The
remainder of the consideration paid will be an amount equal to 8% of the net
invoice cost of slipper and leisure footwear product models sold by the Company
under the L.B. Evans' and other acquired brand names for a period of three years
after the closing of the transaction, except Woolrich brand sales, for which the
Company will pay a royalty of 4% of net invoice cost for a period of three years
after the closing of the transaction. The Company has also agreed to collect
L.B. Evans' accounts receivable for a period of 180 days from the closing date.
These elements of consideration were negotiated between the parties.
There is no material relationship between L.B. Evans' and the
Company or any of the Company's affiliates, directors, officers or associates of
any such directors or officers.
The funds for the purchase of the finished goods inventory was
provided through a loan from Manufacturers and Traders Trust Company.
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(b) Part of the assets acquired constitute physical property. Those
assets are the customer lists and supplier lists for L.B. Evans', computer
hardware of L.B. Evans' and the finished goods inventory of L.B. Evans'. These
assets were used by L.B. Evans' in connection with its business of selling men's
and women's slippers and leisure footwear. The Company intends to continue to
use these assets for the same purpose.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2000 DANIEL GREEN COMPANY
By: /s/ James R. Riedman
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Name: James R. Riedman
Title: Chairman and CEO
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