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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): November 15, 1996
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Cole National Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-66342 34-1744334
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
5915 Landerbrook Drive, Mayfield Heights, Ohio 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 449-4100
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1996, Cole National Corporation ("Parent") acquired (i) all
of the issued and outstanding shares (the "PSC Shares") of the capital stock of
Pearle Service Corporation ("PSC"), a company holding certain assets related to
Pearle, Inc.'s ("Pearle") Dallas headquarters, and (ii), following the
distribution by Pearle to The Pillsbury Company ("Pillsbury") of the proceeds
from the above purchase, all of the issued and outstanding shares (the "Pearle
Shares") of Pearle capital stock. The acquisition was accomplished pursuant to a
Stock Purchase Agreement (the "Stock Purchase Agreement") dated September 24,
1996, by and among Parent, Pearle and Pillsbury. A copy of the Stock Purchase
Agreement is filed as Exhibit 2.1 hereto.
As consideration for the PSC Shares, Parent paid Pearle Vision, Inc.
("Pearle Vision"), a wholly owned subsidiary of Pearle, $24,350,000 in cash.
Pearle Vision distributed the proceeds of such sale to Pearle, which then
distributed the proceeds to Pillsbury. In addition, as consideration for the
Pearle Shares, Parent paid Pillsbury, subject to claims which may be made under
the Stock Purchase Agreement and subject to adjustment, $135,463,333 in cash and
NLG 100,000,000 in cash.
Following the sale of Pearle's European business operations ("Europe
Sale"), and the distribution to Parent of the proceeds thereof, Parent
transferred the PSC Shares and the Pearle Shares to Cole National Group, Inc.
(the "Company"), a wholly owned subsidiary of Parent, for an aggregate purchase
price of $154,000,000 (the "Pearle Transfer"). The Pearle Transfer was
accomplished pursuant to a Purchase Agreement (the "Transfer Agreement") dated
November 15, 1996, by and among the Company and Parent. A copy of the Transfer
Agreement is filed as Exhibit 2.2 hereto. Additionally, under the Transfer
Agreement, Parent assigned to the Company all of Parent's rights and obligations
under the Stock Purchase Agreement except for those rights and obligations which
are necessary for Parent to fulfil its obligations pursuant to the Europe Sale.
In connection with the above transactions, Parent sold $15,100,000 of the
Company's 11.25% Senior Notes due 2001 (the "Senior Notes") to the Company for
an aggregate purchase price of $14,900,000. Such Senior Notes were retired upon
receipt by the Company.
The Company financed the Pearle Transfer and the purchase of the Senior
Notes through (i) cash on hand, (ii) intercompany borrowings from Parent, and
(iii) the private sale of $150,000,000 of the Company's 9 7/8% Senior
Subordinated Notes due 2006, under an Indenture (the "Indenture") dated November
15, 1996 by and among the Company and Norwest Bank Minnesota, National
Association. A copy of the Indenture is filed as Exhibit 4.1 hereto.
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As part of the above transactions, certain wholly owned subsidiaries of the
Company entered into a $75,000,000 Credit Agreement (the "Credit Agreement")
dated November 15, 1996, by and among Cole Vision Corporation, Things
Remembered, Inc. Cole Gift Centers, Inc., Pearle and PSC and Canadian Imperial
Bank of Commerce. A copy of the Credit Agreement is filed as Exhibit 99.1
hereto.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
To be filed by amendment within 60 days of November 15, 1996.
(b) Pro Forma Financial Information.
To be filed by amendment within 60 days of November 15, 1996.
(c) Exhibits.
2.1 Stock Purchase Agreement, dated as of September 24, 1996, among
The Pillsbury Company, Pearle, Inc. and Cole National
Corporation (Incorporated by reference to Exhibit 2.1 of Cole
National Corporation's Current Report on Form 8-K, filed with
the Commission on December 2, 1996).
2.2 Purchase Agreement, dated as of November 15, 1996, among Cole
National Corporation and Cole National Group, Inc.
(Incorporated by reference to Exhibit 2.3 of Cole National
Corporation's Current Report on Form 8-K, filed with the
Commission on December 2, 1996).
4.1 Indenture dated November 15, 1996, by and among Cole National
Group, Inc. and Norwest Bank Minnesota, National Association
(Incorporated by reference to Exhibit 4.1 of Cole National
Corporation's Current Report on Form 8-K, filed with the
Commission on December 2, 1996).
4.2 Registration Rights Agreement dated November 15, 1996, by and
among Cole National Group, Inc. and CIBC Wood Gundy Securities
Corp., CS First Boston Corporation, NationsBanc Capital
Markets, Inc. and Smith Barney Inc. (Incorporated by reference
to Exhibit 4.2 of Cole National Corporation's Current Report on
Form 8-K, filed with the Commission on December 2, 1996).
99.1 Credit Agreement, dated as of November 15, 1996, among Cole
Vision Corporation, Things Remembered, Inc., Cole Gift Centers,
Inc., Pearle, Inc. and Pearle Service Corporation and Canadian
Imperial Bank of Commerce.
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(Incorporated by reference to Exhibit 99.1 of Cole National
Corporation's Current Report on Form 8-K, filed with the
Commission on December 2, 1996).
99.2 CNG Guarantee and Cash Collateral Agreement, dated as of
November 15, 1996, by Cole National Group, Inc. and Cole
National Corporation (Incorporated by reference to Exhibit 99.3
of Cole National Corporation's Current Report on Form 8-K,
filed with the Commission on December 2, 1996).
99.3 Guarantee and Collateral Agreement, dated as of November 15,
1996, by Cole Vision Corporation, Things Remembered, Inc., Cole
Gift Centers, Inc., Pearle, Inc. and Pearle Service Corporation
and Canadian Imperial Bank of Commerce (Incorporated by
reference to Exhibit 99.4 of Cole National Corporation's
Current Report on Form 8-K, filed with the Commission on
December 2, 1996).
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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 hereunto duly authorized.
COLE NATIONAL GROUP, INC.
Date: December 2, 1996 By: /s/ Wayne L. Mosley
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Wayne L. Mosley
Vice President
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EXHIBIT INDEX
Pagination by
Sequential Numbering
Exhibit Description Of Exhibit System
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2.1 Stock Purchase Agreement, dated as of September 24,
1996, among The Pillsbury Company, Pearle, Inc. and
Cole National Corporation (Incorporated by
reference to Exhibit 2.1 of Cole National
Corporation's Current Report on Form 8-K, filed
with the Commission on December 2, 1996).
2.2 Purchase Agreement, dated as of November 15, 1996,
among Cole National Corporation and Cole National
Group, Inc. (Incorporated by reference to Exhibit
2.3 of Cole National Corporation's Current Report
on Form 8-K, filed with the Commission on December
2, 1996).
4.1 Indenture dated November 15, 1996, by and among
Cole National Group, Inc. and Norwest Bank
Minnesota, National Association (Incorporated by
reference to Exhibit 4.1 of Cole National
Corporation's Current Report on Form 8-K, filed
with the Commission on December 2, 1996).
4.2 Registration Rights Agreement dated November 15,
1996, by and among Cole National Group, Inc. and
CIBC Wood Gundy Securities Corp., CS First Boston
Corporation, NationsBanc Capital Markets, Inc. and
Smith Barney Inc. (Incorporated by reference to
Exhibit 4.2 of Cole National Corporation's Current
Report on Form 8-K, filed with the Commission on
December 2, 1996).
99.1 Credit Agreement, dated as of November 15, 1996,
among Cole Vision Corporation, Things Remembered,
Inc., Cole Gift Centers, Inc., Pearle, Inc. and
Pearle Service Corporation and Canadian Imperial
Bank of Commerce. (Incorporated by reference to
Exhibit 99.1 of Cole National
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Corporation's Current Report on Form 8-K, filed
with the Commission on December 2, 1996).
99.2 CNG Guarantee and Cash Collateral Agreement, dated
as of November 15, 1996, by Cole National Group,
Inc. and Cole National Corporation (Incorporated by
reference to Exhibit 99.3 of Cole National
Corporation's Current Report on Form 8-K, filed
with the Commission on December 2, 1996).
99.3 Guarantee and Collateral Agreement, dated as of
November 15, 1996, by Cole Vision Corporation,
Things Remembered, Inc., Cole Gift Centers, Inc.,
Pearle, Inc. and Pearle Service Corporation and
Canadian Imperial Bank of Commerce (Incorporated by
reference to Exhibit 99.4 of Cole National
Corporation's Current Report on Form 8-K, filed
with the Commission on December 2, 1996).
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