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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): JANUARY 25, 1999
REGIS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or Other Jurisdiction of Incorporation)
0-11230 41-0749934
(Commission File Number) IRS Employer Identification No.)
7201 Metro Boulevard
MINNEAPOLIS, MN 55439
(Address of principal executive offices and zip code)
(612) 947-7000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 25, 1999, the Company announced that it had entered into
an agreement and plan of merger with The Barbers, Hairstyling for Men &
Women, Inc. (The Barbers), a national franchiser, owner and operator of
affordable hair care salons, based in Minneapolis, Minnesota. The Barbers has
979 franchised and company-owned salons, operating primarily under the names
Cost Cutters, City Looks Salons International and We Care Hair. Under the
terms of the agreement and plan of merger, each shareholder of The Barbers
will receive .33 shares of Regis Common stock, on a pre-split basis,
resulting in the issuance by the Company of approximately 1.5 million shares
of common stock. It is expected that this transaction will be accounted for
as a pooling-of-interest. Consummation of the merger is subject to approval
by the shareholders of The Barbers. The transaction is expected to close
during the Company's fiscal 1999 fourth quarter.
Item 7. Financial Statements and Exhibits
Exhibit 99. Press release dated January 25, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto and duly authorized.
REGIS CORPORATION
Date: February 8, 1999 By /s/ Randy L. Pearce
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Randy L. Pearce
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Regis Corporation
Form 8-K Current Report
Dated January 25, 1999
Exhibit Number Description
Exhibit 99 Press release dated January 25, 1999.
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Exhibit 99
CONTACT: REGIS CORPORATION:
Paul D. Finkelstein - President, CEO
Randy L. Pearce - Chief Financial Officer
(612) 947-7000
MORGEN-WALKE ASSOCIATES
Ed Bisno/Theresa Schillero Media
Contact-Stacy Berns/Lauren Gargano
(212) 850-5600
REGIS CORPORATION SIGNS DEFINITIVE AGREEMENT TO MERGE WITH
THE BARBERS, HAIRSTYLING FOR MEN & WOMEN INC.
- REGIS BECOMES SOLE PROVIDER OF SALON SERVICES IN WAL-MART STORES -
Minneapolis, MN, January 25, 1999 - In a joint press release, Regis
Corporation (Nasdaq:RGIS), the largest owner, operator, franchisor, and
consolidator of hair and retail product salons in the world, and The Barbers,
Hairstyling for Men & Women, Inc., (Nasdaq:BBHF), a national franchisor, owner
and operator of 979 affordable hair care salons, announced today they have
signed a definitive agreement to merge in a stock-for-stock transaction. Upon
completion of the merger, Regis Corporation will own, operate and franchise over
4,600 salons world wide, including over 1,700 franchised units.
Terms of the agreement call for each shareholder of The Barbers to receive
0.33 shares of Regis common stock, or approximately 1.5 million shares in total,
representing a fully diluted ownership interest of approximately 5.8 percent of
the combined companies. Based on Regis' closing stock price of $38.31 per share
on January 22, 1999, The Barbers shareholders would receive a value of $12.77
per share. The transaction is intended to be accounted for as a
pooling-of-interests. Piper Jaffray, Inc. acted as financial advisor to the
Board of Directors of The Barbers. Paul D. Finkelstein, President and Chief
Executive Officer of Regis Corporation, stated, "We are most pleased to announce
this transaction. The merger of The Barbers with Regis
- more -
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Corporation not only makes strong financial sense but also strategically
combines two of the industry's leading companies. The Barbers management team
brings Regis 35 years of experience in franchising hair salons. In addition,
with the merger, Regis becomes the sole provider of salon services in Wal-Mart.
This opportunity should allow Regis to exceed 1,000 Wal-Mart salons in the near
future. Currently, on a combined basis there are 336 company-owned salons and
149 franchised units operating in Wal-Mart. Within the next four years we
foresee 750 company-owned and 250 franchised Wal-Mart salons."
Following completion of the transaction, Fred Huggins, Jr., President and
Chief Executive Officer of The Barbers will join the senior management team of
Regis Corporation.
The Barbers Chairman of the Board, Flo Francis, commented, "We are
extremely pleased to reach this agreement with Regis Corporation and look
forward to The Barbers becoming a part of this very successful and talented
company. This merger accomplishes many long-sought and desirable goals."
Mr. Finkelstein further commented, "It is important to note that The
Barbers compounded annual growth rate for earnings the last four years has
exceeded that of Regis and we expect this transaction to be immediately
accretive to future earnings. In addition, Regis will provide The Barbers
franchise group with an exit strategy they otherwise currently do not have.
Lastly, we strongly believe that the merger is complimentary to Regis' Supercuts
division and The Barbers salon concepts as the customer bases and operational
strategies are sufficiently different."
The transaction is subject to shareholder approval of The Barbers, and is
anticipated to be completed near the end of Regis' fiscal year ending, June
1999.
The Barbers, Hairstyling for Men & Women, Inc., based in Minneapolis,
provides hair styling and hair care products through 979 franchised and
company-owned salons, operating primarily under the names Cost Cutters, City
Looks Salons International and We Care Hair. At the end of their most recent
fiscal year, September 24, 1998, The Barbers generated annualized revenue of $26
million and system-wide sales of $211 million.
Regis Corporation, based in Minneapolis, is the largest owner, operator,
franchisor and consolidator of hair and retail salons in the world. Regis
operates and franchises over 3,600 salons in six divisions: Regis Hairstylists,
Strip Center Salons (primarily Supercuts), MasterCuts, Trade Secret,
Wal-Mart/SmartStyle Family Hair Salons, and International and has more than
29,000 employees worldwide. ###
