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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): APRIL 14, 1997
MAXWELL SHOE COMPANY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-24026 04-2599205
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
101 SPRAGUE STREET 02137
P.O. BOX 37 (ZIP CODE)
HYDE PARK (BOSTON), MASSACHUSETTS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 364-5090
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
Maxwell Shoe Company Inc. (the "Registrant") announced on April 14, 1997
the consummation of a joint venture between itself, certain affiliates of the
Registrant and The Butler Group Inc., a wholly-owned subsidiary of General
Electric Capital Corporation. A copy of the press release dated April 14, 1997
issued by the Registrant is attached hereto as Exhibit 99 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No. Description
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99 Press Release of the Registrant dated April 14, 1997.
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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 hereunto duly authorized.
MAXWELL SHOE COMPANY INC.
Date: April 14, 1997 By: /s/ Richard J. Bakos
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Richard J. Bakos
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99 Press Release of the Registrant dated April 14, 1997.
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News Release
For immediate release
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For: Maxwell Shoe Company Inc.
Approved By: Richard J. Bakos
Chief Financial Officer
617/333-4007
Investor Contact: David Walke/Howard Zar
Stacey Levitz
Media Contact: Michael McMullan
Morgen-Walke Associates
212/850-5600
MAXWELL SHOE COMPANY INC. TO OPEN SAM & LIBBY AND
JONES NEW YORK RETAIL FOOTWEAR STORES THROUGH JOINT VENTURE
Hyde Park, MA, April 14, 1997 -- Maxwell Shoe Company Inc., (Nasdaq:MAXS)
announced today that it has completed a transaction to own and operate
approximately 130 retain women's footwear stores through a joint-venture, SLJ
Retail LLC. Located in 24 states, the stores will sell a complete selection of
women's footwear under the Sam & Libby and Jones New York brand names.
Maxwell Shoe has entered into the joint venture agreement with The Butler
Group Inc., owners of a chain of women's shoe stores located in the East,
Southeast, Texas and California. Approximately 130 of the chain's best locations
in high-end shopping malls will be contributed to the joint venture. Of the
locations, approximately 100 will be renamed and remerchandised to offer Sam &
Libby shoes with the balance of stores offering footwear under the Jones New
York name. Maxwell Shoe, which acquired all worldwide rights to the Sam & Libby
trademarks and trade names in August 1996, will license Sam & Libby trademarks
and sublicense the Jones New York trade names to the joint venture.
Maxwell Shoe anticipates that the first 25 stores to be operated under the
new brand names will be opened by August 1997 with the balance to open by
November 1997. The Company believes these retail concepts will fill a niche in
the women's retail shoe market between the budget and better customer. Sam &
Libby stores will target women in the 18 to 45 age group and will offer updated
casual footwear in the upper moderate price range. Average retail price points
for Sam & Libby shoes will range from $35 to $50 and $45 to $70 for boots.
Jones New York footwear stores will target career-oriented women offering
updated classic footwear at "better" price points. Jones New York shoe retail
prices range from $65 to $80, while boots retail for $90 to $150.
The joint venture will be initially 49% owned by Maxwell Shoe which will
account for its ownership under the equity method. As a result, Maxwell Shoe
expects the effects of the joint venture's operations on Maxwell Shoe's earnings
to be neutral during the 1997 fiscal year as Maxwell Shoe does not
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[LETTERHEAD OF MORGEN-WALKE ASSOCIATES]
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MAXWELL SHOE COMPANY INC. TO OPEN FOOTWEAR PAGE 2
STORES THROUGH JOINT VENTURE
expect to recognize income or loss for the investment during that period.
Maxwell Shoe holds an option through February 1, 2000, to purchase additional
equity in the joint venture to increase its equity ownership to 55%. In the
event Maxwell Shoe exercises such option, it would be required to consolidate
its financial statements with those of the joint venture.
The Company also noted that bank financing for the transaction as well as
for the working capital needs of the joint venture would be provided by the Bank
of Boston.
Maxwell V. Blum, Chairman and Chief Executive Officer of Maxwell Shoe
Company, noted, "We are enthusiastic about the joint venture with our new
partner, The Butler Group, as it allows for the best and most efficient
utilization of each Company's footwear assets. The Butler Group will contribute
retail sites in some of the best malls in the U.S., while Maxwell Shoe will
contribute two of the most recognized brand names in women's footwear and
apparel. We believe that the combination will create a powerful new retail
concept."
Mark J. Cocozza, President and Chief Operating Officer of Maxwell Shoe,
added, "This joint venture will allow us to achieve our strategic objective of
increasing our market share of the casual and dress women's footwear markets.
Initial response at wholesale to the Jones New York and Sam & Libby lines has
been positive. By opening these retail stores, we will create a captive
distribution channel for our products. Additionally, we expect the brand
visibility created by stand-alone mall stores will increase customer recognition
of our brand names and will have a positive effect on our wholesale business
going forward."
Certain statements contained in their press release regard matters that are
not historical facts and are forward looking statements (as such term is defined
in the rules promulgated pursuant to the Securities Act of 1933, as amended).
Because such forward looking statements contain risks and uncertainties, actual
results may differ materially from those expressed in or implied by such forward
looking statements. Factors that could cause actual results to differ
materially include, but are not limited to: changing consumer preference,
competition from other footwear manufacturers or retailers, loss of key
employees, general economic conditions and adverse factors impacting the retail
footwear industry, and the inability by the duty Company to source its products
due to political or economic factors or the
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MAXWELL SHOE COMPANY INC. TO OPEN FOOTWEAR PAGE 3
STORES THROUGH JOINT VENTURE
imposition of trade or duty restrictions. The Company undertakes no obligation
to release publicly the results of any revisions to those forward looking
statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Investors are also
directed to other risks discussed in documents filed by the Company with the
Securities and Exchange Commission.
Maxwell Shoe Company Inc. designs, develops and markets casual and dress
footwear for women and children. The Company's brands include Mootsies Tootsies,
Jones New York and Sam & Libby.
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