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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
AUGUST 22, 1995
(Date of Report)
BEEBA'S CREATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File No. 0-13851
California 95-2848021
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
9220 Activity Road
San Diego, California 92126
(Address of Principal Executive Offices)
(619) 549-2922
(Registrant's Telephone No.)
Exhibit Index Page 3
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ITEM 5. OTHER EVENTS
The Company announced today that it sold various assets associated with
its junior, girls and maternity woven and knit tops and bottoms product lines
to Design and Source Holding Company, Ltd. The essential terms of the
transaction are described in the Company's press release which is incorporated
by reference.
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: August 22, 1995 BEEBA'S CREATIONS, INC.
By: THOMAS P. BAUMANN
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Thomas P. Baumann
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Form of Press Release
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EXHIBIT 2.1
FOR IMMEDIATE RELEASE
Subject: Sale of junior product lines to Design and Source Holding Company,
Ltd. for $440,000 gain.
Pretax restructuring charge of $1.5 to $1.8 million to be recorded
in forth quarter.
Contact: Steven P. Wyandt
(619) 549-2922
SAN DIEGO, California, August 22, 1995 -- Beeba's Creations, Inc.
announced today that it had sold various assets associated with its junior,
girls and maternity woven and knit tops and bottoms product lines to Design and
Source Holding Company, Ltd. ("DSHC") for $750,000 cash and a five year note for
$950,000. The Company will report a one-time pretax gain of approximately
$440,000 from the transaction in its fourth fiscal quarter. The long-term note
will be accounted for on an installment basis. These product lines generated
approximately $42 million in net sales for the Company in its fiscal year
ended August 31, 1994 and $16 million for the nine months ended May 31, 1995.
DSHC is a privately held New York corporation whose shareholders are
Pamela Grunder, Haresh Tharani and Sumant Chandiramani. Ms. Grunder was a
retailer and former outside director of Body Drama, Inc., a subsidiary of the
Company. Mr. Tharani is a manufacturer and importer of ladies apparel. Mr.
Chandiramani was previously employed by the Company as manager of the product
lines.
Concurrent with the execution of the sale agreement, the Company
licensed to DSHC, on an exclusive, royalty-free basis, the various trademarks
associated with the product lines including the BCI Clothing Company name, and
subleased a portion of the Beeba's showroom located at 1450 Broadway, New York,
New York.
The Company will submit a proposal to its shareholders for approval at
the January 1996 Annual Shareholders Meeting to change the Company's name from
Beeba's Creations, Inc. A new name for the Company has not yet been selected.
The Company also announced that it will record a pretax restructuring
charge of approximately $1.5 million to $1.8 million in its fourth fiscal
quarter.
As stated in its Tender Offer which expires September 1, 1995, the
Company has determined to pursue a strategy of seeking niche product markets
which offer the potential for higher profit margins. The sale of the product
lines is consistent with the Company's determination to sell or discontinue
product lines which have historically contributed to gross revenues, but have
not generated significant profits in recent years. The Company also intends to
reduce its overhead in connection with these dispositions. However, no
assurance can be given that the Company's efforts in this regard will result in
increased profit margins or profitability. The Company periodically evaluates
acquisitions or interests in, or combinations with, other companies engaged in
businesses that may or may not be related to the Company's current business. it
will continue to do so in the future, with an emphasis for seeking product
markets in the apparel industry which offer the potential for above average
profit margins. In connection with these activities, the Company may consider
issuing addtional equity securities or incurring indebtedness.
Beeba's Creations, Inc. is an importer and wholesaler distributor of
women's garments, manufactured to its specifications primarily in foreign
countries. The Company's shares are traded on the National Market System and
quoted in newspapers throughout the country.
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