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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) March 30, 2000
DANIEL GREEN COMPANY
(Exact name of registrant as specified in its charter)
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Massachusetts 000-00774 150327010
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
One Main Street, Dolgeville, New York 13329
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (315) 429-3131
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 30, 2000, Daniel Green Company (the "Company")
concluded its acquisition of all of the outstanding stock of Penobscot Shoe
Company for approximately $17.8 million in cash and the assumption of certain
obligations (the "Purchase Price"). The seller was Riedman Corporation, owner of
35% of the outstanding shares of Daniel Green. James R. Riedman, Chairman and
CEO of Daniel Green, is President and Director of Riedman Corporation.
Accordingly, the Daniel Green Board appointed a Special Committee consisting of
all directors other than Mr. Riedman and Greg Tunney, President of Daniel Green.
The Special Committee negotiated and approved the terms of the acquisition on
behalf of Daniel Green.
The Company had negotiated last fall to acquire Penobscot, but
was unable to secure the necessary financing (which required a guaranty from
Riedman Corporation which it found unacceptable). Thus, with the approval of the
Daniel Green Board, Riedman Corporation proceeded to acquire Penobscot (through
a cash tender offer and subsequent cash-out merger). The tender offer and merger
consideration were for $11.75 per share or an aggregate of $16,312,419 (the
"Tender/Merger Price").
The difference between the Tender/Merger Price for Riedman
Corporation and the Purchase Price for Daniel Green is a negotiated amount which
reflects Riedman's actual cost for the funds borrowed to cover the Tender/Merger
Price, legal and other expenses incurred and the approximate net profit of
Penobscot between the date the tender offer commenced (October 12, 1999) and the
date the Company concluded its purchase of Penobscot from Riedman Corporation.
Financing for the Company's acquisition was secured from
Manufacturers and Traders Trust Company.
Penobscot is a manufacturer of women's footwear under the
Trotters and newly introduced Softwalk labels. Based in Old Town, Maine,
Penobscot sales for the fiscal year ended November 30, 1999 were $21.7 million
and its net pre-tax income was $3.2 million. The Penobscot assets will be used
by Daniel Green in expanding its business as a leader in designing and selling
well known branded slippers, including its line of women's slippers, L.B. Evans
mens slippers and Woolrich mens slippers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit A - Press Release dated March 31, 2000.
Exhibit 7(a)(i) Financial Statements of Penobscot
Shoe Company these statements are
not filed with this report but will
be filed within 60 days
Exhibit 7(b) Pro Forma Financial Statements -
these statements are not filed with
this report but will be filed within
60 days
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
DANIEL GREEN COMPANY
(Registrant)
Dated: March 30, 2000 By: /s/ James R. Riedman
James R. Riedman, CEO
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EXHIBIT A
PRESS RELEASE
Dolgeville, New York - March 31, 2000 - Daniel Green Company (Nasdaq:
DAGR) announced today that it had concluded its purchase of Penobscot Shoe
Company for approximately $17.8 million in cash and the assumption of certain
obligations.
Based in Old Town, Maine, Penobscot is a manufacturer of women's
footwear under the Trotters and newly introduced Softwalk labels. For the fiscal
year ended November 30, 1999, Penobscot's sales totaled $21.7 million and it
generated $3.2 million in net pre-tax income.
"We believe that Penobscot represents a significant opportunity for
Daniel Green to both extend its product offering and achieve critical mass.
Along with our earlier acquisition of the L.B. Evans men's slipper lines, we
believe that these additions to our core Daniel Green business dynamically
enhance our ability to compete in the marketplace" commented James Riedman, CEO
and Chairman.
Daniel Green was established in 1882 and is recognized as the market
leader in designing and selling quality slippers. Daniel Green sells well known
branded slippers, including its line of women's slippers, L.B. Evans men's
slippers and Woolrich men's slippers.
For additional information contact Greg Tunney, President and Chief
Operating Officer at (315) 429-3131 Ext. 288 or visit the Daniel Green website
at www.DanielGreenCo.com
