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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: March 6, 1998
Date of Event Reported: March 4, 1998
THE ARISTOTLE CORPORATION AND SUBSIDIARY
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14669 06-1165854
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
78 Olive Street, New Haven, Connecticut 06511
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 777-3484
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Item 5. Other Events.
On March 4, 1998, The Aristotle Corporation issued a press release
announcing that it had entered into a definitive agreement for the sale of the
business conducted by its sole operating subsidiary, The Strouse, Adler Company,
to Sara Lee Corporation for an aggregate purchase price of $21.5 million, a copy
of which press release is attached hereto as Exhibit 99 and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
99 Press Release Dated March 4, 1998 announcing the sale of the
business conducted by its sole operating subsidiary, The Strouse,
Adler Company
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SIGNATURE
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, thereunto duly authorized.
THE ARISTORLE CORPORATION
Date: March 6, 1998 By: /s/ John J. Crawford
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John J. Crawford
Its President, Chief Executive Officer
Chairman of the Board
(Principal Executive Officer)
Date: March 6, 1998 By: /s/ Paul McDonald
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Paul McDonald
Its Chief Financial Officer and Secretary
(Principal Financial and Chief
Accounting Officer)
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EXHIBIT INDEX
Exhibit
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Number Description
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99 Press Release Dated March 4, 1998 announcing the sale of the business
conducted by its sole operating subsidiary, The Strouse, Adler Company
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Exhibit 99
For Immediate Release March 4, 1998
From:
The Aristotle Corporation (NASDAQ:ARTL)
78 Olive Street
New Haven, CT 06511
Contact:
Paul McDonald (203) 867-4090
Aristotle Announces Sale of Strouse, Adler
New Haven, CT - The Aristotle Corporation (NASDAQ: ARTL) announced today that
it has entered into a definitive agreement for the sale of its Strouse, Adler
business to Sara Lee Corporation for an aggregate purchase price of $21.5
million.
The Strouse, Adler Company, Aristotle's sole operating subsidiary,
manufactures and distributes women's intimate apparel. Upon consummation of the
transaction, anticipated in late Spring, Strouse, Adler's business will be
operated by Sara Lee Intimates, a division of Sara Lee Corporation.
"For a number of months, Aristotle's Board has been reviewing the Company's
long-term strategic objectives, and decided to take advantage of Strouse,
Adler's strong recent growth trends to accept this attractive offer from Sara
Lee," commented John J. Crawford, Aristotle's Chairman and CEO. "Sara Lee is
an ideal purchaser. It is a major player in women's intimate apparel and it is
in a position to consummate the transaction quickly."
Mr. Crawford continued, "With the net proceeds from the sale after expenses
and certain taxes anticipated to approximate $8 million, we expect to have total
cash available of approximately $12 million. With this cash and our substantial
net operating loss carryforward, Aristotle is now poised to exploit its
resources in other endeavors, most likely through new acquisitions."
Aristotle currently has 1.1 million shares of common stock outstanding, and
1.9 million on a fully diluted basis. "On a pro forma basis, had the
consummation of this transaction and the recent $2.3 million investment by
Geneve occurred on December 31, 1997, and had the Company's preferred stock and
options been converted into common stock, the Company's net book value per share
on a fully diluted basis would have been $6.35," stated Paul M. McDonald,
Aristotle's Chief Financial Officer.
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The transaction has been structured as a purchase of assets and an assumption
of selected liabilities. The purchase price includes a lump sum non-competition
payment and is subject to possible adjustment upon determination of certain
balance sheet items and of compliance with certain representations and
warranties. The transaction is subject to the satisfaction of several
conditions precedent, including approval of Aristotle's shareholders, the
approval of Sara Lee's Board of Directors which is scheduled to meet later this
month, and the expiration of the applicable waiting period under the Hart-Scott-
Rodino Anti-Trust Act.
In connection with the execution of the definitive agreement, Aristotle
shareholders representing a combined voting power of approximately 35% percent,
executed an agreement to vote in favor of the sale, and Aristotle agreed, among
other things, to the payment of $995,000 in break-up fees (plus costs) in
certain circumstances.
Peter J. Solomon Company is serving as Aristotle's financial advisor with
respect to the transaction.
Aristotle is traded on the NASDAQ exchange under the symbol ARTL.
