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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 14, 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 14, 1998 that
Destination Retail Holdings Corporation ("DRHC") has requested an extension of
the deadline by which the Agreement and Plan of Merger, dated as of February 4,
1998, by and among the Company, DRHC and certain of its subsidiaries (the
"Merger Agreement"), contemplates that DRHC deposit the merger consideration to
that date which is ninety (90) days from the execution of an appropriate
extension letter. DRHC also confirmed that it is continuing to work with
Donaldson, Lufkin & Jenrette, Inc. to obtain the financing necessary to
consummate the merger with the Company.
The Company has requested additional information from Destination regarding
the status and timing of Destination's financing, and is currently engaged in
discussions with Destination regarding these issues. Upon receipt of such
information and completion of these discussions, the Board of Directors of the
Company will review and analyze the alternatives available to the Company. As
previously announced, the Company believes that all of the conditions to the
merger have been satisfied, and remains prepared to close the merger at this
time. 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 all conditions.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit 99.1 - Press Release of Little Switzerland, Inc., dated May 14,
1998.
Exhibit 99.2 - Correspondence from Destination Retail Holdings Corporation
to Little Switzerland, Inc., dated May 14, 1998.
2
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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 14, 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 - Press Release of Little Switzerland, Inc., dated May 14,
1998.
Exhibit 99.2 - Correspondence from Destination Retail Holdings Corporation
to Little Switzerland, Inc., dated May 14, 1998.
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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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DESTINATION REQUESTS AN EXTENSION FROM LITTLE SWITZERLAND
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ST. THOMAS, U.S. VIRGIN ISLANDS, May 14, 1998.....Little Switzerland, Inc.
(NASDAQ:LSVI) today announced that Destination Retail Holdings Corporation has
requested an extension of the deadline by which the Merger Agreement
contemplates that Destination deposit the merger consideration to that date
which is ninety (90) days from the execution of an appropriate extension letter.
Destination also confirmed that it is continuing to work with Donaldson, Lufkin
& Jenrette, Inc. to obtain the financing necessary to consummate the merger with
Little Switzerland.
Little Switzerland has requested additional information from Destination
regarding the status and timing of Destination's financing, and is currently
engaged in discussions with Destination regarding these issues. Upon receipt of
such information and completion of these discussions, the Board of Directors of
Little Switzerland will review and analyze the alternatives available to Little
Switzerland. As previously announced, Little Switzerland believes that all of
the conditions to the merger have been satisfied, and remains prepared to close
the merger at this time. 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 all conditions.
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
[Letterhead of Destination Retail Holdings Corporation]
May 13, 1998
CONFIDENTIAL
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Board of Directors
Little Switzerland, Inc.
161-B Crown Bay Cruise Ship Port
P.O. Box 930
St. Thomas, U.S.V.I. 00802
Attention: John E. Toler, Jr.
Ladies and Gentlemen:
Reference is made to your letter to us May 8, 1998 in which you state that
Little Switzerland, Inc. ("Little Switzerland") is prepared to close on the
Merger at this time. Destination Retail Holdings Corporation ("Destination
Retail") also desires to close on the Merger; however, as we previously informed
you and your advisors, our financing commitment letters with DLJ Bridge Finance,
Inc. and Donaldson, Lufkin & Jenrette, Inc. (collectively, "DLJ") expired on
April 30, 1998. We are currently working with DLJ to obtain the financing
necessary to consummate the Merger and, consequently, need an extension of the
deadline by which the Merger Agreement contemplates that we deposit the merger
consideration to that date which is ninety (90) days from your execution of an
appropriate extension letter.
As we strongly desire to proceed with the Merger and to enable your stockholders
to receive the $8.10 per share contemplated thereby, we anticipate that you will
consider this request in good faith and respond favorably thereto.
We look forward to your prompt response.
Yours faithfully,
/s/ Stephen G.E. Crane
Stephen G.E. Crane
cc: Kevin M. Dennis, Esq.
Charles H. Baker, Esq.
