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
December 18, 1997
(Date of earliest event reported)
Stanhome Inc.
(Exact name of Registrant as specified in its charter)
Massachusetts 0-1349 04-1864170
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
(Address of principal executive offices, including zip code)
(413) 562-3631
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 24, 1997, Stanhome Inc. ("Stanhome") entered
into a Stock and Asset Purchase Agreement (the "Agreement") by and
between Stanhome and Laboratories de Biologie Vegetale Yves Rocher S.A.
("Yves Rocher"). On December 18, 1997, pursuant to the Agreement,
Stanhome sold the majority of the operations comprising its Worldwide
Direct Selling Group (the "Group") to Yves Rocher in exchange for gross
proceeds of 330,000,000 French Francs and net cash of US $12,097,000. In
connection with the disposition, Cosmhogar S.A., Stanhome's manufacturing
facility located in Barcelona, Spain, entered into a supply agreement and
related license agreement with Yves Rocher for terms of one year for
cosmetics and personal care products and five years for household care
products. The Cosmhogar facility and other remaining assets of the Group
remain to be sold and any future income statement impact will be recorded
as a component of Other Income and Expense.
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 December 18, 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 as Exhibit 99.2 hereof:
Pro forma condensed consolidated balance sheet dated
September 30, 1997 (the "Pro Forma Balance Sheet")
Pro forma condensed consolidated statements of income for
the nine months ended September 30, 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 the Group to Yves Rocher as described more fully above.
The Pro Forma Balance Sheet presents the position of Stanhome as
of September 30, 1997 assuming that the Agreement and related
transactions occurred as of such date. The Pro Forma Income
Statement for the nine months ended September 30, 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 Stock and Asset Purchase Agreement dated as of
November 24, 1997 by and between Stanhome Inc.
and Laboratoires de Biologie Vegetale Yves Rocher
S.A.
99.1 Press Release dated December 18, 1997.
99.2 Pro forma condensed consolidated balance sheet
dated September 30, 1997 and pro forma condensed
consolidated statement of income for the nine
months ended September 30, 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/ H. L. Tower
---------------------------
Name: H. L. Tower
Title: Chairman, President and
Chief Executive Officer
Dated: December 30, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1 Stock and Asset Purchase Agreement dated as
of November 24, 1997 by and between Stanhome
Inc. and Laboratoires de Biologie Vegetale
Yves Rocher S.A.
99.1 Press Release dated December 18, 1997
99.2 Pro forma condensed consolidated balance sheet
dated September 30, 1997 and pro forma condensed
consolidated statement of income for the nine
months ended September 30, 1997 and for the year
ended December 31, 1996