SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20649
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) September 18, 1995
LILLIAN VERNON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9637 13-2629859
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
543 Main Street, New Rochelle, New York 10801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (914) 576-6400
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Item 1. - CHANGE IN CONTROL OF REGISTRANT
On September 18, 1995, Lillian Vernon Corporation (the "Registrant") and
Freeman, Spogli & Co., Incorporated ("Freeman Spogli") jointly announced the
termination of the Agreement and Plan of Merger dated as of June 13, 1995, under
which VB Investment Corporation, a Delaware corporation controlled by FS Equity
Partners III, L.P., an affiliate of Freeman Spogli, would have become the
majority stockholder of the Registrant.
As a result of recent trends in the catalog industry, particularly the
continued increase in paper prices, general uncertainty in the retail sector,
and the Registrant's expectation that its net income would not reach projected
levels for the 1996 fiscal year, financing for an acquisition at the agreed-upon
price of $19.00 per share could not be obtained.