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) January 18, 2000
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Specialty Catalog Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-21499 04-3253301
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
21 Bristol Drive, South Easton, Massachusetts 02375
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (508) 238-0199
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On January 19, 2000, Specialty Catalog Corp. (the "Company") issued a
press release announcing that it had entered into a definitive agreement (the
"Merger Agreement") for the previously announced sale of the Company to
companies controlled by Golub Associates Incorporated ("GAI") and its
affiliates. The Company's Board of Directors has approved the Merger Agreement
and has recommended that the Company's stockholders approve the Merger
Agreement. In addition, stockholders holding approximately 35.7 percent of the
Company's common stock have agreed to vote their shares in favor of the proposed
merger and have granted proxies to GAI to vote their shares in favor of the
merger. The merger is subject to the satisfaction of a number of closing
conditions, including, GAI obtaining financing necessary to complete the
transaction, approval by the Company's stockholders and execution of employment
agreements with certain members of senior management. No assurance can be given
that all of the conditions necessary for the transaction to be closed will be
satisfied. The merger is expected to close in the spring of 2000.
The Merger Agreement further provides that in the event the Company
accepts or recommends to its stockholders a competing offer the Company shall
pay to GAI a break_up fee of 5 per cent of the value of the transaction and
reimburse the expenses incurred by GAI. Additionally, the Company has granted
GAI an option to purchase 500,000 shares of the Company's common stock at $5 per
share, which may be exercised by GAI in the event the Company accepts or
recommends to its stockholders a competing offer.
The foregoing summary of the press release, the Merger Agreement and the
Company Option Agreement are qualified by the copy of the press release attached
hereto as Exhibit 99.1, the Merger Agreement attached hereto as Exhibit 2.1, and
the Company Option Agreement attached hereto as Exhibit 2.2, each of which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2.1 Agreement and Plan of Recapitalization and Merger by and among
Golub Associates Incorporated, Catalog Acquisition Corp., and
Specialty Catalog Corp. dated January 18, 2000. (The
Stockholders Agreement dated December 2, 1999 included as
Exhibit A to the Agreement and Plan of Recapitalization and
Merger is omitted and the Company agrees to supplementally
furnish the Commission with a copy of such upon request.)
2.2 Company Option Agreement dated January 18, 2000 by and among
Golub Associates Incorporated and Specialty Catalog Corp.
99.1 Press release dated January 19, 2000.
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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.
Dated: January 28, 2000 SPECIALTY CATALOG CORP.
By: /s/ Thomas K. McCain
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Thomas K. McCain, Senior Vice
President and Chief Financial Officer