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: October 14, 1994
Date of earliest
event reported: October 3, 1994
STANHOME INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-1349 04-1864170
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 WESTERN AVENUE, WESTFIELD, MASSACHUSETTS 01085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (413) 562-3631
Total Number of Pages Contained Herein: 88
Index to Exhibits to this Form 8-K is on Page: 6
ITEM 2. Acquisition or Disposition of Assets.
(a) On October 3, 1994, Stanhome plc, a wholly-owned subsidiary of
Stanhome Inc., declared its offer, publicly announced September 1, 1994 and
formally made on September 9, 1994, to be unconditional in all respects and
unlimited as to the acquisition of fifteen million two hundred thirty-nine
thousand seven hundred and forty-six (15,239,746) ordinary shares of five (5)
pence each of Lilliput Group plc, a public limited company organized and
existing in the United Kingdom ("Lilliput"), with its principal place of
business located at Skirsgill, Penrith, Cumbria CA11 0DP. The tendered amount of
said shares constitutes sixty-five and forty-nine hundredths percent (65.49%) of
all the allotted, called up and fully paid shares of capital stock of Lilliput
(the "Shares") and is being acquired by Stanhome from the assenting Lilliput
Shareholders and their nominees, trustees or custodians (collectively referred
to as the "Sellers"). Between September 1, 1994 and September 30, 1994, Stanhome
additionally purchased in the open market six million six hundred seventy-four
thousand two hundred and nineteen (6,674,219) of the Shares on the London Stock
Exchange, which number of Shares represented twenty-eight and sixty-eight
hundredths percent (28.68%) of all the Shares. The remaining one million three
hundred fifty-five thousand four hundred and fifty-five (1,355,455) of the
Shares constitute five and eighty-three hundredths percent (5.83%) of all the
Shares and are owned by the non-assenting Lilliput Shareholders. With the
intention of acquiring one hundred percent (100%) of the Shares, Stanhome has
offered to acquire such remaining Shares. Stanhome has also offered to pay for
the surrender of thirty-nine thousand nine hundred and thirty-eight (39,938)
options capable of being exercised under the Lilliput Savings-Related Share
Option Scheme and five hundred and ninety thousand (590,000) options capable of
being exercised under the Lilliput Executive Share Option Scheme (collectively
referred to as the "Options") pursuant to applicable law of the United Kingdom.
Consideration for the Shares being acquired by Stanhome in connection with
its declared offer of one hundred and sixty (160) pence per share
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consists of a payment totaling (Pounds)24,383,594 in cash to be made at the
closing currently scheduled for October 21, 1994 and allocated among the Sellers
according to their percentage equity interests. Consideration for the Shares
acquired by Stanhome in the open market totals (Pounds)10,609,772. Consideration
for the acquisition of the remaining Shares and the surrender of the Options,
assuming acceptance by all of the respective option holders, will total
(Pounds)2,340,990.
The principle followed in determining the amount of the consideration to be
paid per Share was a business judgment as to the value of Lilliput's existing
assets and income potential based on its historic business and its future
interrelationship with Stanhome's business.
It is anticipated that the aggregate total of (Pounds)37,334,356 of cash
consideration for all of the Shares and the Options will be provided by
short term bank loans from a group of banks. To date Stanhome has borrowed
(Pounds)9,000,000 from Banca Popolare di Milano-London Branch and
(Pounds)1,620,000 from Mellon Bank, N.A.-London Branch. The balance of the
borrowings to fund the acquisition will be sourced by means of facilities
Stanhome has with banks under short term loan arrangements and in amounts yet to
be determined.
(b) Lilliput manufactures and distributes collectibles and other gift-
ware products. Its business is primarily the manufacturing and marketing of
high quality, hand-painted miniature cottages sold under the "Lilliput Lane"
brand name, and to a lesser extent the marketing of other collectible giftware
products. Lilliput's business is carried on by Lilliput and its subsidiaries
through retail outlets in the United Kingdom and the U.S. and through export to
some 48 countries. In general, the assets of Lilliput consist of its plant and
real property, machinery and equipment, inventories, product designs and mold
making systems, accounts receivable, cash and cash equivalents, rights under
various copyrights and trademarks, customer and collectors' club member lists,
and goodwill. Stanhome Inc. intends for Lilliput to continue to use such assets
in its business.
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Item 7. Financial Statements and Exhibits.
Listed below are the financial statements, pro forma financial information
and exhibits to be filed as a part of this report.
(a) Financial statements of businesses acquired.
It is impracticable at this time to provide the required financial statements of
the business acquired. The required financial statements will be filed under
cover of Form 8-K/A as soon as practicable, but not later than December 17, 1994
which is 60 days after the report on this Form 8-K must be filed.
(b) Pro forma financial information.
It is impracticable at this time to provide the required pro forma financial
information relative to the business acquired. The required pro forma financial
information will be filed under cover of Form 8-K/A as soon as practicable, but
not later than December 17, 1994 which is 60 days after the report on this Form
8-K must be filed.
(c) Exhibits.
Recommended Cash Offer announced September 1, 1994 and made on September 9, 1994
by Goldman Sachs International on behalf of Stanhome for Lilliput; Form of
Acceptance in respect of the Recommended Cash Offer made on September 9, 1994 by
Goldman Sachs International on behalf of Stanhome for Lilliput; Notice of
Unconditional Acceptance of Recommended Cash Offer made on September 9, 1994
dated as of October 3, 1994; Notice to Non-Assenting Shareholders and related
Letter dated as of October 11, 1994; Notice and Recommended Cash Offer to the
holders of options under the Lilliput Savings-Related Share Option Scheme made
on October 11, 1994; Form of Acceptance and Surrender relating to the Proposal
by Stanhome made to the holders of options under the Lilliput Savings-Related
Share Option Scheme;
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Notice and Recommended Cash Offer to the holders of options under the Lilliput
Executive Share Option Scheme made on October 11, 1994; and Form of Acceptance
and Surrender relating to the Proposal by Stanhome made to the holders of
options under the Lilliput Executive Share Option Scheme.
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.
STANHOME INC.
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(Registrant)
Date: October 14, 1994 /s/ G. William Seawright
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G. William Seawright, President
and Chief Executive Officer
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EXHIBIT INDEX
Reg. S-K
Item 601 8-K Page No.
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2(a) Recommended Cash Offer announced 7
September 1, 1994 and made on
September 9, 1994 by Goldman Sachs
International on behalf of Stanhome
for Lilliput.
2(b) Form of Acceptance in respect of the 62
Recommended Cash Offer made on September
9, 1994 by Goldman Sachs International
on behalf of Stanhome for Lilliput.
2(c) Notice of Unconditional Acceptance 66
of Recommended Cash Offer made on
September 9, 1994 dated as of October
3, 1994.
2(d) Notice to Non-Assenting Shareholders 67
and related Letter dated as of October
11, 1994.
2(e) Notice and Recommended Cash Offer to the 69
holders of options under the Lilliput
Savings-Related Share Option Scheme made
on October 11, 1994.
2(f) Form of Acceptance and Surrender relating 77
to the Proposal by Stanhome made to the
holders of options under the Lilliput
Savings-Related Share Option Scheme.
2(g) Notice and Recommended Cash Offer to the 79
holders of options under the Lilliput
Executive Share Option Scheme made on
October 11, 1994.
2(h) Form of Acceptance and Surrender relating 87
to the Proposal by Stanhome made to the
holders of options under the Lilliput
Executive Share Option Scheme.
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