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: August 29, 1997
J.B. WILLIAMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-83734 06-1362390
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
65 Harristown Road, Glen Rock, N.J. 07452
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (201) 251-8100
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Asset Purchase Agreement dated as of August 6,
1997 (the "Asset Purchase Agreement"), on August 29, 1997 (the "Closing
Date"), J.B. Williams Company, Inc., a Delaware corporation (the
"Buyer") and wholly owned subsidiary of J.B. Williams Holdings, Inc.
(the "Registrant"), acquired substantially all of the assets of the San
Francisco Soap Company division of Avalon Natural Cosmetics, Inc., a
California corporation (the "Seller") (such acquired assets constituting
the "Acquired Business"). The assets acquired consisted primarily of
the trademarks "San Fransciso Soap Company" and "Avalon Natural
Cosmetics", the inventory of the Acquired Business, the equipment and
machinery dedicated to the Acquired Business, the intellectual property
relating to the Acquired Business and the goodwill of the Acquired
Business as a going concern. The equipment, machinery and other
physical property so acquired was used by the Seller in the conduct of
the Acquired Business, and will continue to be used by the Buyer in the
conduct of the Acquired Business. As of the date of the Asset Purchase
Agreement, there existed no material relationship between the Buyer and
the Seller and either party's affiliates, nor between any director or
officer of the registrant, or any associate of any such director or
officer. See below for a description of certain non-compete and
consulting agreements entered into between the Buyer and certain
officers and shareholder of the Seller.
The consideration paid to the Seller by the Buyer for the
Acquired Business was $4,000,000 in cash, plus the book value of the
purchased inventory. Of this amount, $2,203,984.68 was deferred until
October 31, 1997. The book value of the purchased inventory was
$5,703,984.68. In addition, the Buyer is required to make five annual
payments during the five years following the Closing equal to 2.5% of
Net Sales during such five year period, with each such annual payment
being in the minimum amount of $250,000. The Buyer also agreed to pay
an additional $2,000,000 to two officers of the Seller (one of whom was
the majority shareholder of the Seller) in return for such persons
entering into five year non-competition agreements in favor of the
Buyer. The Buyer also entered into three year consulting agreements with
these persons, providing for an aggregate annual payment of $300,000.
The source of funds employed in the acquisition of the Acquired
Business was working capital of Holdings. The purchase price paid was
based on the book value of the purchased inventory, with the purchase
price for the remaining assets being the result of arms' length
negotiation between the Buyer and the Seller.
(c) Exhibits.
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of August 6, 1997, by
and between J.B. Williams Company, Inc. and Avalon
Natural Cosmetics, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
J.B. WILLIAMS COMPANY, INC.
Date: October 31, 1997 By: /s/ KEVIN C. HARTNETT
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Kevin C. Hartnett
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of August 6, 1997, by
and between J.B. Williams Company, Inc. and Avalon
Natural Cosmetics, Inc.