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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
Date of Report (Date of earliest event reported)
MAY 8, 1998
LITTLE SWITZERLAND, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-19369 66-0476514
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
161-B CROWN BAY CRUISE SHIP PORT, ST. THOMAS, U.S.V.I. 00802
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (809) 776-2010
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Item 5 - Other Events
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Little Switzerland, Inc. (the "Company") announced on May 8, 1998 that the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 4,
1998, by and among the Company, Destination Retail Holdings Corporation ("DRHC")
and certain of its subsidiaries and the transactions contemplated thereby was
adopted by the requisite affirmative vote of its stockholders at the Special
Meeting of Stockholders held on May 8, 1998. Upon consummation of the proposed
merger of the Company and DRHC (the "Merger"), the Company's stockholders will
be entitled to receive $8.10 in cash, without interest, for each share of common
stock held on the effective date of the Merger.
Following receipt of stockholder approval, the Company notified DRHC that
it believes that all of the conditions to the Merger have been satisfied as of
May 8, 1998. Pursuant to the terms of the Merger Agreement, the parties are
contractually obligated to effect the Merger as soon as practicable following
the satisfaction of such conditions. Little Switzerland is prepared to close
the Merger at this time.
As previously announced, DRHC has informed the Company that DRHC is
continuing to work with DLJ Bridge Finance, Inc. and Donaldson, Lufkin &
Jenrette, Inc. to obtain the financing necessary to consummate the Merger.
Little Switzerland further notified DRHC that Little Switzerland has the right
to terminate the Merger Agreement in accordance with its terms if the Merger has
not been consummated and DRHC has not deposited the Merger consideration with
the paying agent by 5:00 p.m. on Friday, May 22, 1998.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit 99.1 B Press Release of Little Switzerland, Inc., dated May 8,
1998.
Exhibit 99.2 B Correspondence from Little Switzerland, Inc. to Destination
Retail Holdings Corporation, dated May 8, 1998 (without
attachments).
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SIGNATURES
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.
LITTLE SWITZERLAND, INC.
Date: May 8, 1998 By: /s/ John E. Toler, Jr.
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John E. Toler, Jr.
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 B Press Release of Little Switzerland, Inc., dated May 8, 1998.
Exhibit 99.2 B Correspondence from Little Switzerland, Inc. to Destination
Retail Holdings Corporation, dated May 8, 1998 (without
attachments).
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Exhibit 99.1
PRESS RELEASE
CONTACTS:
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Jeffrey H. Cohen C. William Carey
Wasserstein Perella & Co., Inc. Little Switzerland, Inc.
(212) 969-2715 (617) 451-3312
Mary Ellen Goodall
Walter Denby
D.F. King & Co., Inc.
(212) 269-5550
FOR IMMEDIATE RELEASE
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LITTLE SWITZERLAND STOCKHOLDERS APPROVE MERGER
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ST. THOMAS, U.S. VIRGIN ISLANDS, May 8, 1998.....Little Switzerland, Inc.
(NASDAQ:LSVI) announced that the Agreement and Plan of Merger by and between
Little Switzerland, Inc. and Destination Retail Holdings Corporation, a
privately-held company, and certain of its affiliates, was adopted by the
requisite affirmative vote of its stockholders at a Special Meeting of
Stockholders held earlier today. Upon consummation of the proposed merger,
Little Switzerland stockholders will be entitled to receive $8.10 in cash,
without interest, for each share of common stock held on the effective date of
the merger.
Following receipt of stockholder approval, Little Switzerland notified
Destination that it believes that all of the conditions to the merger have been
satisfied as of today. Pursuant to the terms of the Merger Agreement, the
parties are contractually obligated to effect the merger as soon as practicable
following the satisfaction of such conditions. Little Switzerland is prepared
to close the merger at this time.
As previously announced, Destination has informed Little Switzerland that
Destination is continuing to work with DLJ Bridge Finance, Inc. and Donaldson,
Lufkin & Jenrette, Inc. to obtain the financing necessary to consummate the
merger. Little Switzerland further notified Destination that Little Switzerland
has the right to terminate the Merger Agreement in accordance with its terms if
the merger has not been consummated and Destination has not deposited the merger
consideration with the paying agent by 5:00 p.m. on Friday, May 22, 1998.
C. William Carey, Chairman of Little Switzerland, stated that AWe are
pleased with the results of the stockholder vote approving the merger between
Little Switzerland and Destination Retail Holdings. The Board of Directors of
Little Switzerland continues to believe that the proposed merger is in the best
interests of Little Switzerland's stockholders."
Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china, fragrances and accessories, operating 24
stores on ten Caribbean islands, and three stores in Alaska cruise ship
destinations. The Company's primary market consists of vacationing tourists
attracted by free-port pricing, duty-free allowances and a wide variety of high
quality merchandise.
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Exhibit 99.2
[Little Switzerland, Inc. Letterhead]
May 8, 1998
BY FACSIMILE AND CERTIFIED MAIL
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Mr. Stephen G.E. Crane
Destination Retail Holdings Corporation
International Bazaar
P.O. Box F 40349
Freeport, Bahamas
Re: Little Switzerland, Inc./Destination Retail Holdings Corporation
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Dear. Mr. Crane:
Reference is hereby made to the Agreement and Plan of Merger, dated as of
February 4, 1998, by and among Little Switzerland, Inc. (the "Company"),
Destination Retail Holdings Corporation ("Parent"), LSI Acquisition Corp.
("Sub"), Young Caribbean Jewellery Company Limited, Alliance International
Holdings Limited and CEI Distributors Inc. (the "Merger Agreement").
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Merger Agreement.
The Merger Agreement was adopted by the requisite affirmative vote of the
stockholders of the Company required by the Company's Certificate of
Incorporation, By-laws and applicable law at a Special Meeting of Stockholders
held today at 10:00 a.m. at State Street Bank and Trust Company, Board Room,
33rd Floor, 225 Franklin Street, Boston, Massachusetts. Accordingly, the
Company believes that all of the conditions set forth in Article VI of the
Merger Agreement have been satisfied as of the date hereof. We have attached
hereto the documentation evidencing satisfaction of the conditions set forth in
Article VI.
Under Section 1.01 of the Merger Agreement, the parties are contractually
obligated to effect the Merger as soon as practicable following the satisfaction
of such conditions. The Company is prepared to close the Merger at this time.
As you are aware, if, by 5:00 p.m. on Friday, May 22, 1998, the Merger
Agreement has not been consummated and neither Parent nor Sub has deposited the
Merger Consideration with the Paying Agent, then the Company has the right to
terminate the Merger Agreement in accordance with Section 7.01(e) thereof.
You have informed us that you are continuing to work with DLJ Bridge
Finance, Inc. and Donaldson, Lufkin & Jenrette, Inc. (collectively, "DLJ") to
obtain the financing necessary to consummate the Merger. We would like you to
apprise us of the timing of the closing of your financing with DLJ.
With these understandings, we look forward to consummating the Merger as
soon as possible.
Sincerely,
/s/ John E. Toler, Jr.
John E. Toler, Jr.
Attachments
cc: Charles H. Baker, Esq.
Kevin M. Dennis, Esq.
Joseph L. Johnson III, Esq.
