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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): May 14, 1999
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Commission file number 0-21406
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Brookstone, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1182895
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 Riverside Street, Nashua, NH 03062
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(address of principal executive offices, zip code)
603-880-9500
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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INFORMATION INCLUDED IN THE REPORT
Item 5. Other Events
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On May 12, 1999, Brookstone, Inc. (the "Company") issued a press release
which announced that the Company has entered into an agreement to acquire
certain assets of the Gardeners Eden division of Williams-Sonoma, Inc. For
further information, reference is made to the press release, attached hereto as
an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibit
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99 Press Release dated May 12, 1999.
2
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Signature
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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.
Brookstone, Inc.
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(Registrant)
/s/ Philip W. Roizin
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May 14, 1999 (Signature)
Philip W. Roizin
Executive Vice President Finance and
Administration, Treasurer and Secretary
(Principal Financial Officer and
duly authorized to sign on behalf of
registrant)
3
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EXHIBIT INDEX
TO THE EXHIBIT FILED HEREWITH
Exhibit No. Exhibit Description
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99 Press Release dated May 12, 1999.
FOR: BROOKSTONE, INC.
APPROVED BY: Philip Roizin
Executive Vice President of
Finance and Administration
(603) 880-9500
CONTACT: Naomi Rosenfeld/Carolyn Capaccio/
Teresa Kollappallil
Media Contact: Jeff Siegel
Morgen-Walke Associates
(212) 850-5600
For Immediate Releaese
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BROOKSTONE TO ACQUIRE GARDENERS EDEN
CATALOG FROM WILLIAMS-SONOMA
NASHUA, NH, MAY 12, 1999--Brookstone, Inc. (Nasdaq: BKST) today announced
that it has entered into an agreement to acquire the Gardeners Eden catalog from
Williams-Sonoma, Inc. (NYSE: WSM). Gardeners Eden is a catalog retailer
featuring outdoor furniture, landscape materials, live plants, decorative
accessories and tools offered to an upscale audience of casual gardeners and
gardening aficionados via a nationally-distributed mail order catalog. In Fiscal
1998, Gardeners Eden generated annual sales of approximately $22 million with
catalog circulation of approximately 10 million. The transaction is expected to
close by the end of this week. Management believes that the acquisition will be
neutral to earnings in Fiscal 1999 and accretive in future years.
Under the terms of the agreement, Brookstone will obtain the rights to the
Gardeners Eden name as well as all other intellectual property relating to the
business, a 2.6 million-name house list, all inventory relating to the current
catalog and prepaid catalog expenses. As part of the transaction, Brookstone
will also gain access to the Williams-Sonoma customer database for three years
for the purposes of mailing the Gardeners Eden book to potential new customers.
Further terms were not disclosed.
Gardeners Eden has historically experienced its strongest sales periods
during its second and fourth quarters. The acquisition will expand and
complement Brookstone's existing direct marketing business, which currently
includes both the Hard-to-Find Tools catalog, a resource for specialty tools and
problem-solving products for home and garden, and The Brookstone Gift Collection
catalog, which features innovative lifestyle products and gifts that enhance
customers' comfort and recreation.
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Brookstone to Acquire Gardeners Eden
Catalog from Williams-Sonoma
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Michael Anthony, Chairman, President and Chief Executive Officer, stated,
"We are excited to incorporate another well-recognized consumer brand into our
existing brand portfolio, particularly one with a strong counter-seasonal
profile. Gardening is a large and growing category nationwide and represents an
area of growth for Brookstone. Overall, this acquisition offers us a further
application of our successful brand management and direct marketing capability,
and holds additional opportunities to broaden the applications of the Gardeners
Eden brand. Furthermore, we are very pleased to partner with Williams-Sonoma,
as we utilize their world-class customer database to further enhance the
productivity of this business."
Mr. Anthony concluded, "Gardeners Eden reinforces our core competency in
both direct marketing and upscale home-related products, which should enable
quick integration of the acquired operations into our own. During 1999, we plan
no interruption of the existing Gardeners Eden catalog mailing schedule."
Williams-Sonoma, Inc. is the leading home-centered specialty retailer for
quality and design-conscious consumers in the United States. Its professional
quality cookware and distinctive products for the home and garden are marketed
through more than 300 retail stores and five mail order catalogs representing
six distinct merchandising strategies: Williams-Sonoma, Pottery Barn, Pottery
Barn Kids, Hold Everything and Chambers.
Brookstone, Inc. is a nationwide specialty retailer that operates 198
stores in 36 states and the District of Columbia. Typically located in
high-traffic regional shopping malls, airports and resort areas, the stores
feature consumer products that are both functional and distinctive in quality
and design. The Company also operates a direct marketing business that consists
of The Brookstone Gift Collection, Hard-to-Find Tools and the recently acquired
Gardeners Eden catalogs, as well as an e-commerce website at
http://www.Brookstone.com.
Any statements in this press release that may be considered forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially. Actual results may differ from such
forward-looking statements due to the risk factors discussed in periodic reports
filed by the Company with the Securities and Exchange Commission which the
Company urges investors to consider.
