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UNITED STATES
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) July 13, 1998
NEW WEST EYEWORKS, INC.
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(Exact name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12740 34-1589514
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(Commission File Number) (I.R.S. Employer Identification No.)
2104 West Southern Avenue, Tempe, Arizona 85282
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(Address of Principal Executive Office) (Zip Code)
(602)438-1330
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 14, 1998, New West Eyeworks, Inc. issued the press release
attached hereto as Exhibit 99.1 which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
EXHIBITS
Exhibit 99.1 Press Release dated July 14, 1998 issued by New West Eyeworks, Inc.
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 hereunto duly authorized.
NEW WEST EYEWORKS, INC.
Dated: July 14, 1998
By: /s/ Byron S. Krantz
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Byron S. Krantz
Its: Secretary
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated July 14,1998 issued by New West Eyeworks, Inc.
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EXHIBIT 99.1
CONTACTS:
National Vision Associates, Ltd.
Angus Morrison
Senior Vice President, CFO & Treasurer
770-822-4285
www.nationalvision.com
New West Eyeworks, Inc.
Ronald E. Weinberg, Chairman of the Board
216-861-4540
Barry Feld, President and CEO
602-438-1330
Fleishman-Hillard, Inc.
Janice J. Kuntz
404-659-4446
FOR IMMEDIATE RELEASE
July 14, 1998
NATIONAL VISION ASSOCIATES, LTD. AND NEW WEST EYEWORKS, INC. ANNOUNCE
DEFINITIVE AGREEMENT FOR NATIONAL VISION
TO ACQUIRE NEW WEST
LAWRENCEVILLE, Georgia and Tempe, Arizona-- National Vision Associates, Ltd.
(NASDAQ: NVAL) and New West Eyeworks, Inc. (NASDAQ: NEWI) announced today that
they have signed a definitive agreement for National Vision Associates, Ltd. to
acquire all the outstanding stock, options, and warrants of New West Eyeworks
for $13.00 per share of common stock or approximately $77 million in the
aggregate (including approximately $2 million of indebtedness).
To effect the transaction, National Vision Associates, Ltd. will shortly begin a
tender offer for all shares of New West Eyeworks, Inc. As part of the definitive
agreement, certain insiders (representing 40.3% of the common stock of New West
on a fully diluted basis exclusive of outstanding stock options) have agreed to
tender their shares into the offer.
The closing of the tender offer is subject to customary conditions, including
regulatory filings, as well as completion by National Vision of a high-yield
debt offering to finance the acquisition. The agreement also provides for
certain break up fees in certain circumstances if the transaction is not
consummated. The companies expect the tender offer will be completed in
September, 1998.
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National Vision Associates, Ltd.
July 14, 1998
Page Two
New West Eyeworks, headquartered in Tempe, Arizona, operates 175 full-service
retail optical locations throughout 13 states, including 52 vision centers
located in Fred Meyer stores. New West, which has reported positive comparable
store sales for the past 26 consecutive quarters, operates under the Vista
Optical brand (11 states) and the Lee Optical brand (2 states). New West offers
everyday low prices for quality eyewear, contact lenses and the services of
independent doctors of optometry. In addition, the company has an established
managed care business, Vista Eyecare Network. In 1997, New West reported net
sales of $49.2 million and net income of $1.5 million, or $0.31 per share. At
March 28, 1998, New West Eyeworks had total assets of $18.1 million.
Currently, National Vision Associates operates 427 domestic retail optical
units. The addition of the 176 New West optical centers and the 290 Frame-n-
Lens optical centers (to be acquired pursuant to a previously-announced
transaction that is expected to be completed in July), will bring National
Vision's total domestic operations to 893 locations, of which 334 are
free-standing, 371 are in Wal*Mart, and 188 are in other host concepts. This
will further strengthen National Vision Associates' ranking (after giving effect
to the Frame-n-Lens transaction) as the second largest retail optical company in
terms of domestic locations and third in terms of domestic (pro forma) sales.
James W. Krause, chairman and chief executive officer of National Vision
Associates, stated, "We are very excited about acquiring this successful,
value-oriented optical chain. On a near-term basis, we expect the transaction to
dilute 1998 earnings between $0.08 and $0.10 per share. We also believe that, in
the long term, the combined businesses will generate significant revenue and
enhance earnings for our shareholders." Krause went on to say, "Barry Feld and
his management team at New West have done an outstanding job in positioning
their company as a premier provider of value retail optical goods and services.
We look forward to working with Barry as we integrate the New West business into
our Midwest Vision and Frame-n-Lens businesses, and thereby create a national
value branded retail optical company."
New West Eyeworks chief executive officer, Barry Feld, added, "This is a unique
situation in that the two companies have almost identical operating structures
and philosophies. I believe with this acquisition, National Vision has clearly
established itself as the premier value-oriented optical retailer in the U.S. I
am very excited to join National Vision in its continued expansion and providing
the finest eyecare and eyewear at the best value anywhere in the country."
Ronald E. Weinberg, chairman of New West's board commented, "It has been my
intention to see New West realize its full potential both strategically and
through strong shareholder value. This transaction succeeds on both fronts. It
also enables our chain of stores to participate in the consolidation of optical
retailing and managed eyecare."
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National Vision Associates, Ltd.
July 14, 1998
Page Three
In closing, Krause said, "We expect our current operations to significantly
benefit from New West's managed care experience and business, as well as from
their existing and potential strategic alliances with managed care providers.
Other key benefits of the proposed transaction will be operating, advertising
and merchandising efficiencies as well as leveraged product buying power. Given
the unusual degree of similarity between the two companies, we expect the
combination will generate extensive revenue enhancing opportunities."
National Vision Associates, Ltd. was represented in the transaction by New
York-based Schroder & Co., Inc. New West Eyeworks, Inc. was represented by F.
M. Roberts & Co. of Los Angeles, California.
National Vision Associates, Ltd. is currently the nation's fifth largest optical
company in terms of revenues and locations, including 50 freestanding locations
that operate under the trade name, Midwest Vision. The Company's retail
operations offer a full line of optical goods including spectacles, contact
lenses, prescription and non-prescription sunglasses and a full line of optical
accessories. In addition, independent doctors of optometry are available
adjacent to store locations.
New West Eyeworks, Inc. is a leading retailer of specialty eyewear. The
Company's merchandising strategy centers around a "signature" value price point
for a wide selection of quality, brand name eyeglasses (frame and lenses). New
West also sells brand name contact lenses and non-prescription sunglasses and
offers customers on-site eye examinations by independent optometrists. The
stores operate under the Vista Optical brand name, other than the stores located
in Arizona and Utah, which use the Lee Optical brand name. The Company's optical
laboratories and distribution facilities are located in Tempe, Arizona and near
Portland, Oregon.
This press release contains forward-looking statements that are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Actual results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and uncertainties,
including but not limited to, the uncertainty as to whether the transaction
discussed in this press release will be completed. Other risks and uncertainties
are detailed from time to time in both National Vision's and New West's periodic
reports filed with the Securities and Exchange Commission, including both
company's Annual Reports for 1997 on Form 10-K and first quarter 1998 reports on
Form 10-Q.
