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
May 22, 1997
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(Date of earliest event reported)
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 of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
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(Address of principal executive offices, including zip code)
(413) 562-3631
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On April 22, 1997, Stanhome Inc. ("Stanhome") entered into
an Agreement of Purchase and Sale (the "Agreement") by and among The
Crestley Collection, Ltd. ("Crestley"), The Bradford Exchange, Ltd.
("Bradford") (with respect to Section 12(p) therein only) and Stanhome. On
May 22, 1997, pursuant to the Agreement, Stanhome sold the United States
business of its Hamilton Worldwide Direct Response Group ("Hamilton") to
Crestley in exchange for $48,341,156.20 cash, of which $30,841,156.20
constituted the repayment of indebtedness of Hamilton owed to Stanhome. In
connection with the disposition, Crestley agreed to assist Stanhome in
winding down the foreign operations of Hamilton, and Enesco Corporation, a
wholly owned subsidiary of Stanhome, entered into two license agreements
with Bradford pursuant to which Enesco will license certain proprietary and
licensed lines of products to Bradford for an initial five-year period.
The foregoing description of the Agreement and related
transactions is subject to and qualified in its entirety by reference to
the Agreement and Stanhome's press release dated May 23, 1997, which are
filed as Exhibits 2.1 and 99.1 hereto, respectively, and which are hereby
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated financial
information (the "Pro Forma Financial Information") is filed with this
report:
Pro forma condensed consolidated balance sheet dated March
31, 1997 (the "Pro Forma Balance Sheet")
Pro forma condensed consolidated statements of income for
the three months ended March 31, 1997 and for the year
ended December 31, 1996 (the "Pro Forma Income Statement")
The Pro Forma Financial Information gives effect to the sale
of Hamilton to Crestley as described more fully above. The Pro Forma
Balance Sheet presents the position of Stanhome as of March 31, 1997
assuming that the Agreement and related transactions occurred as of such
date. The Pro Forma Income Statement for the three months ended March 31,
1997 and for the year ended December 31, 1996 each give effect to the
Agreement and related transactions as of the beginning of the respective
period.
The Pro Forma Financial Information has been prepared by
Stanhome and is based upon assumptions deemed proper by it. The Pro Forma
Financial Information presented herein is shown for illustrative purposes
only and is not necessarily indicative of the future financial position or
future results of operations of Stanhome, or of the financial position or
results of operations of Stanhome that would have actually occurred had the
transaction been in effect as of the date or for the periods presented.
The Pro Forma Financial Information should be read in
conjunction with the historical financial statements and related notes of
Stanhome.
(c) Exhibits.
2.1 Agreement of Purchase and Sale dated
April 22, 1997 by and among The
Crestley Collection, Ltd., The Bradford
Exchange, Ltd. (with respect to Section
12(p) therein only) and Stanhome Inc.
99.1 Press Release dated May 23, 1997.
99.2 Pro forma condensed consolidated balance sheet
dated March 31, 1997 and pro forma condensed
consolidated statement of income for the three
months ended March 31, 1997 and for the year
ended December 31, 1996.
SIGNATURE
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.
By: /s/ G. William Seawright
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Name: G. William Seawright
Title: President and Chief
Executive Officer
Dated: June 5, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1 Agreement of Purchase and Sale dated April
22, 1997 by and among The Crestley Collec-
tion, Ltd., The Bradford Exchange, Ltd.
(with respect to Section 12(p) therein
only) and Stanhome Inc.
99.1 Press Release dated May 23, 1997.
99.2 Pro forma condensed consolidated balance sheet
dated March 31, 1997 and pro forma condensed
consolidated statement of income for the three
months ended March 31, 1997 and for the year
ended December 31, 1996.