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): April 27, 2003
Oxford Industries, Inc.
| Georgia | 001-04365 | 58-0831862 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification Number) |
222 Piedmont Avenue NE, Atlanta Georgia 30308
(Address of principal executive offices) (Zip Code)
(404) 659-2424
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report.)
Item 5. Other
1. On April 27, 2003, Oxford Industries, Inc. (“Oxford”) issued a press release concerning the commencement of an offering of $175 million aggregate principal amount of senior notes in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5 as if fully set forth herein.
2. On April 27, 2003, Oxford issued a press release concerning the acquisition of Viewpoint International, Inc. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated by reference into this Item 5 as if fully set forth herein.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Text of press release dated April 27, 2003
Exhibit 99.2 Text of press release dated April 27, 2003
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.
| OXFORD INDUSTRIES, INC. | ||||
| By: | /s/ Ben B. Blount, Jr. | |||
| Ben B. Blount, Jr. Executive Vice President and Chief Financial Officer |
||||
Date: April 28, 2003
Exhibit 99.1
OXFORD INDUSTRIES ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING
ATLANTA, April 27 — Oxford Industries, Inc. (NYSE: OXM) announced today that it launched a private offering of $175 million aggregate principal amount of its senior notes due 2011. The senior notes are being offered in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Oxford intends to offer to exchange the unregistered notes for substantially identical registered senior notes.
Oxford intends to use the net proceeds from the offering, together with borrowings under a new senior secured revolving credit facility and cash on hand, to finance the cash portion of the purchase price for its acquisition of Viewpoint International, Inc., which Oxford announced today under a separate press release. Upon completion of the offering, Oxford will place the net proceeds from the offering, together with additional funds, in an escrow account for the benefit of the noteholders until the acquisition is completed. If Oxford does not complete the acquisition of Viewpoint within 30 days after the closing of the offering, which date may be extended under certain conditions, Oxford must redeem the notes at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of redemption. The acquisition of Viewpoint and the closing of the senior secured revolving credit facility are subject to the satisfaction of customary conditions and will close concurrently.
The senior notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or any other securities.
This press release contains forward-looking statements concerning Oxford’s future acquisition and financing plans. The terms and timing of any actual financing transactions will depend upon prevailing market conditions and other factors. There can be no assurance that the financing transactions or the acquisition will be completed on the terms outlined herein or at all.
Exhibit 99.2
OXFORD INDUSTRIES TO ACQUIRE VIEWPOINT INTERNATIONAL and TOMMY BAHAMA®
ATLANTA, April 27 — Oxford Industries, Inc. (NYSE: OXM) announced today that it has signed a definitive agreement to purchase all of the outstanding capital stock of Viewpoint International, Inc., owner of the Tommy Bahama® brand. The transaction is valued at up to $325 million consisting of $240 million in cash, $10 million in Oxford stock and up to $75 million in contingent payments, subject to the achievement by Viewpoint of certain performance targets. All outstanding debt of Viewpoint and their transaction fees will be paid out of the proceeds. The acquisition is expected to close in early June 2003. Consummation of the acquisition is subject to customary closing conditions, including obtaining regulatory approvals.
Oxford expects to finance the cash portion of the purchase price with the net proceeds from a private offering of $175 million of senior notes, borrowings under a new senior secured revolving credit facility and cash on hand. Oxford expects to complete the senior notes offering prior to completion of the acquisition and will place the net proceeds from the private offering in escrow pending completion of the acquisition. The closing of the notes offering and senior secured revolving credit facility are subject to the satisfaction of customary conditions.
Viewpoint, which was founded in 1992, owns the Tommy Bahama brand of lifestyle apparel and home furnishings which includes upscale men’s and women’s sportswear, swimwear, accessories and a complete home collection. Viewpoint also produces two additional collections under the Tommy Bahama label, Indigo Palms™ and Island Soft™. It also operates 30 Tommy Bahama retail locations across the country, including 24 retail stores and six retail/restaurant compounds. For the twelve months ended March 31, 2003, Viewpoint had net sales of approximately $330 million.
“As the purveyor of island lifestyles, Tommy Bahama is the essence of a relaxed, sophisticated style,” commented J. Hicks Lanier, Chairman and President of Oxford. “Tony Margolis, Lucio Dalla Gasperina, Bob Emfield and their management team have done a spectacular job of creating and building Tommy Bahama into a widely recognized consumer lifestyle brand. The addition of the Tommy Bahama brand to our existing portfolio represents a strategic opportunity for us to further diversify our products over a wider range of price points and distribution channels and to penetrate a particularly attractive consumer demographic. We are delighted to welcome Tony, Lucio, Bob and the entire management team into the Oxford fold and we look forward to a continuation of their success.”
“The most difficult decision we have faced since the day we formed the company was to choose a partner to share our destiny,” said Tony Margolis, President and CEO of Tommy Bahama. “Hicks Lanier and the Oxford organization bring a clear understanding of what we are as a company, why we have been successful to this point, and what we want to accomplish for the future. They also bring many of the operational skills and controls we need to help take the Tommy Bahama brand to its fullest potential. Their willingness to allow us and our management team to continue to direct the future of our company and to pursue our vision makes this transaction a comfortable one for us. We look forward to this new association with great enthusiasm.”
Merrill Lynch & Co. acted as exclusive financial advisor to Oxford in connection with this acquisition. SunTrust Capital Markets, Inc. and Merrill Lynch Capital will act as joint lead arrangers under the new senior secured revolving credit facility.
Oxford Industries, Inc. is a diversified international manufacturer and wholesale marketer of branded and private label apparel for men, women and children. With manufacturing and sourcing operations in over 40 countries around the globe, Oxford provides retailers and consumer with a wide variety of apparel products and services to suit their individual needs. Major licensed brands include Tommy Hilfiger®, Nautica®, Geoffrey Beene®, Slates®, Oscar de la Renta® and Izod Club®. Oxford’s private label customers are found in every major channel of distribution including national chains, specialty catalogs, mass merchandisers, department stores, specialty stores and Internet retailers. Oxford’s stock has traded on the NYSE since 1964 under the symbol OXM. Please visit our website at www.oxfordinc.com.
This press release contains forward-looking statements concerning Oxford’s proposed acquisition and related financings. Forward-looking statements reflect Oxford’s current expectations and are not guarantees of performance. These statements are based on management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to these
forward-looking statements include assumptions relating to the timing of the acquisition of Viewpoint, the timing and ability of Oxford to access capital markets, the expected terms and conditions of the financing for the acquisition and the successful syndication of the senior secured revolving credit facility. These assumptions could prove inaccurate. These forward-looking statements also involve risks and uncertainties, including the inability to obtain regulatory approvals in connection with the acquisition, general economic conditions and prevailing market conditions. There can be no assurance that the acquisition or the related financings will be completed on the terms anticipated or at all.