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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) April 14, 1998
ALOETTE COSMETICS, INC.
(Exact name of registrant as specified in charter)
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Pennsylvania 0-15414 23-2056003
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Indentification No.)
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1301 Wright's Lane East, West Chester, PA 19380
(Address of principle executive offices) (Zip Code)
(610) 692-0600
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Exhibit Index appears on Page 2
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Item 5. OTHER EVENTS
1. Effective April 14, 1998, Aloette Cosmetics, Inc. has entered into an
Agreement and Plan of Merger with ACI Acquisition Partners, Inc. ("ACIA"),
whereby ACIA will acquire, through merger, all of the outstanding capital stock
of Aloette in exchange for cash in the amount of $5.25 per share (the "Merger"),
for an aggregate consideration to Aloette's shareholders, option and warrant
holders of approximately $11.8 million. ACIA also will assume approximately $2.0
million of Aloette debt. The closing of the Merger is subject to the approval of
Aloette's shareholders at a meeting expected to be held by the end of July 1998
and other customary terms and conditions. Attached hereto, Exhibit A, a press
release containing the announcement.
Item 7. FINANCIAL STATEMENTS. PROFORMA FINANCIAL
INFORMATION AND EXHIBITS
( c ) Exhibit
Sequentially
Numbered Page
EXHIBIT A: Press Release dated April 14, 1998 4
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALOETTE COSMETICS, INC.
(Registrant)
/s/ Patricia J. Defibaugh
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Name: Patricia J. Defibaugh
Title: Chairman of the Board
/s/ Jean M. Lewis
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Name: Jean M. Lewis
Title: Chief Financial Officer
Date: May 5, 1998
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EXHIBIT A
Immediate
Jean M. Lewis
(610) 692-0600
ALOETTE COSMETICS, INC. ANNOUNCES SALE OF COMPANY
Effective April 14, 1998, Aloette Cosmetics, Inc. (Nasdaq NM: ALET) has
entered into an Agreement and Plan of Merger with ACI Acquisition Partners, Inc.
("ACIA"), whereby ACIA will acquire, through merger, all of the outstanding
capital stock of Aloette in exchange for cash in the amount of $5.25 per share
(the "Merger"), for an aggregate consideration to Aloette's shareholders, option
and warrant holders of approximately $11.8 million. ACIA will also assume
approximately $2.0 million of Aloette debt. The closing of the Merger is subject
to the approval of Aloette's shareholders at a meeting expected to be held by
the end of July 1998 and other customary terms and conditions.
Aloette, a franchisor, direct marketer and distributor of aloe
vera-based skin care products, is located in West Chester, Pennsylvania. As of
March 31, 1998, Aloette's products were being sold by approximately 83
franchises and international distributors worldwide. Aloette's financial advisor
in connection with the Merger is Berwind Financial Group, L.P., Philadelphia,
Pennsylvania.
This press release may contain certain forward looking statements that
involve substantial risks and uncertainties, including the risk that the
transaction described above is not consummated. Periodically, Aloette or its
representatives have made or may make other forward-looking statements, orally
or in writing. Such forward-looking statements may be included in various
filings made by Aloette with the Securities and Exchange Commission or in other
press releases or oral statements made by or with the approval of an authorized
officer of Aloette. Aloette's actual results could differ materially from the
results expressed in, or implied by, such forward-looking statements.
