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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): September 4, 1997*
Finlay Fine Jewelry Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-59380 13-3287757
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
521 Fifth Avenue, New York, New York 10175
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 808-2060
N/A
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(Former name or former address, if changed since last report)
* The Registrant is not subject to the filing requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934 and is voluntarily filing this
Current Report on Form 8-K.
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Item 5. Other Events.
On September 4, 1997, Finlay Enterprises, Inc., a Delaware corporation
("FEI") which owns all of the outstanding equity securities of Finlay Fine
Jewelry Corporation, a Delaware corporation (the "Registrant" and, together with
FEI, "Finlay"), announced that Finlay had entered into an agreement to acquire
certain assets of the Diamond Park Fine Jewelers division of Zale Corporation, a
leading operator of leased fine jewelry departments, for approximately $66
million. A copy of the press release issued by FEI on September 4, 1997, which
sets forth a brief description of the proposed acquisition, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release of Finlay Enterprises, Inc. dated
September 4, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FINLAY FINE JEWELRY CORPORATION
(Registrant)
Dated: September 8, 1997 By: /s/ Barry D. Scheckner
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Barry D. Scheckner
Senior Vice President and
Chief Financial Officer
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[LOGO]
FINLAY
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ENTERPRISES, INC.
FOR IMMEDIATE RELEASE
CONTACT: Barry Scheckner Kathryn Corbett
Finlay Enterprises, Inc. Dewe Rogerson Inc.
212-808-2836 212-688-6840
FINLAY TO ACQUIRE ZALE CORPORATION'S DIAMOND PARK LEASED
FINE JEWELRY BUSINESS; FINLAY ALSO PLANS 3 MILLION SHARE
COMMON STOCK PUBLIC OFFERING
New York, NY, September 4, 1997 -- Finlay Enterprises, Inc. (NASDAQ: FNLY)
announced today it has entered into an agreement to acquire certain assets of
the Diamond Park Fine Jewelers division of the Zale Corporation. As a result of
the purchase, Finlay will add 139 leased departments in Marshall Fields (a
division of Dayton Hudson), Parisian (a division of Proffitt's) and the
Mercantile group of department stores (which includes Gayfers, Maison Blanche,
Jones, Castner-Knott, Joslins, McAlpins and J.B. White). Under the terms of the
agreement, Diamond Park will discontinue its leased operations in Dillard's at
the end of its current lease agreement on January 31, 1998. The sales for the
leased fine jewelry departments being acquired were approximately $100 million
for the year ended July 31, 1997. Finlay does not anticipate a material impact
on earnings per share in the current fiscal year but expects the transaction to
be accretive thereafter.
The agreement specifies that Finlay will purchase substantially all of the
assets of the departments being acquired, including leases, inventories and
fixed assets for approximately $66 million. In addition, Diamond Park has agreed
not to engage in the department store leased fine jewelry business for seven
years. Completion of the acquisition is subject to the termination of the
Hart-Scott-Rodino waiting period and other customary closing conditions and is
expected to occur on or about October 6, 1997.
Arthur E. Reiner, President and Chief Executive Officer of Finlay Enterprises,
stated, "This acquisition reinforces our position as the leading operator of
leased fine jewelry departments in the United States. We anticipate these new
departments will integrate efficiently with Finlay's core business. Furthermore,
we believe this acquisition will eventually improve our results of operations
through the leveraging of expenses and other operating synergies."
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Finlay is in the process of increasing its revolving credit facility from $135
million to $225 million. The additional borrowing capacity will be used to
finance the acquisition and to fund seasonal borrowing needs.
In addition, Finlay announced that it intends to file a registration statement
with the Securities and Exchange Commission ("SEC") for a proposed public
offering of three million shares of Common Stock. Approximately two million
shares will be offered by Finlay and approximately one million shares will be
offered by a selling shareholder. The proceeds of the offering are expected to
be used for working capital, repayment of indebtedness or other general
corporate purposes. The timing of the offering and anticipated offering price of
the Common Stock are both subject to market conditions and other factors.
Finlay Enterprises, Inc., through its wholly owned subsidiary Finlay Fine
Jewelry Corporation, is one of the leading retailers of fine jewelry and the
largest operator of leased fine jewelry departments in department stores
throughout the United States and France. Finlay also operates leased fine
jewelry departments in the United Kingdom and Germany. Finlay had sales of over
$685 million in fiscal 1996 and operated 958 departments at the end of the
second quarter of 1997.
The Common Stock to be registered under the registration statement may not be
sold, nor may offers to buy be accepted, prior to the time the registration
statement is declared effective by the SEC. The offering will be made only by
means of a prospectus. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of Common
Stock in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the laws of any such state.
Certain statements in this press release are forward-looking statements. Such
forward-looking statements are not a guarantee of future performance and involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performances or achievements to differ materially from those
expressed or implied in such forward-looking statements. Such forward-looking
statements include those relating to the impact of the Diamond Park acquisition
on Finlay's earnings per share and will depend on risks, uncertainties and other
factors such as the successful integration of Diamond Park's operations into
Finlay's business, including the timing and ability to achieve operating
synergies for the combined operations and the ability to achieve a neutral or
positive impact on earnings per share, general economic and business conditions,
changes in the jewelry industry, competition and other factors which are
described in further detail in Finlay's filings with the SEC.
