OXFORD INDUSTRIES, INC.
UNITED STATES
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): November 8, 2007 (November 8, 2007)
Oxford Industries, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
(State or other jurisdiction
of incorporation)
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001-04365
(Commission
File Number)
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58-0831862
(IRS Employer
Identification No.) |
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222 Piedmont Avenue, N.E., Atlanta, GA
(Address of principal executive offices)
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30308
(Zip Code) |
Registrants telephone number, including area code (404) 659-2424
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On November 8, 2007, Oxford Industries, Inc. (the Company) issued a press release (i)
announcing that the Companys Board of Directors has authorized the repurchase by the Company of
up to $60 million of its outstanding common stock, replacing the previously announced stock
repurchase authorization, (ii) announcing that the Company expects to enter into an accelerated
share repurchase agreement on November 8, 2007 with Bank of America, N.A. for the full amount of
the authorization, (iii) reaffirming the Companys earnings guidance for the Companys second
quarter ending November 30, 2007 and the two month period ending February 2, 2008, and (iv)
updating the Companys guidance for net sales for the Companys second quarter and the two month
period ending February 2, 2008. The Companys press release is incorporated herein to this Form
8-K by reference and a copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Form 8-K shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise be
subject to the liabilities of that section, nor shall it be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Various statements in this Form 8-K, and in the exhibit attached hereto, constitute
forward-looking statements about future events. Generally, the words believe, expect,
intend, estimate, anticipate, project, will and similar expressions identify
forward-looking statements, which generally are not historical in nature. The Company intends
for all such forward-looking statements contained in this Form 8-K, and in the exhibit attached
hereto, to be covered by the safe harbor provisions for forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which
Sections were adopted as part of the Private Securities Litigation Reform Act of 1995).
Important assumptions relating to these forward-looking statements include, among others,
assumptions regarding general and regional economic conditions, including those that affect
consumer demand and spending, demand for the Companys products, timing of shipments to the
Companys wholesale customers, expected pricing levels, competitive conditions, the timing and
cost of planned capital expenditures, expected synergies in connection with acquisitions and
joint ventures, and the results of the expected share repurchase transaction. Forward-looking
statements reflect the Companys current expectations, based on currently available information,
and are not guarantees of performance. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, these expectations could prove
inaccurate as such statements involve risks and uncertainties, many of which are beyond the
Companys ability to control or predict. Should one or more of these risks or uncertainties, or
other risks or uncertainties not currently known to the Company or that the Company currently
deems to be immaterial, materializes, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected. Investors are
encouraged to review the information in the Companys Form 10-K for the fiscal year ended June
1, 2007 under the heading Risk Factors (and those described from time to time in the Companys
future reports filed with the Securities and Exchange Commission), which contains additional
important factors that may cause the Companys actual results to differ materially from those
projected in any forward-looking statements. The Company disclaims any intention, obligation or
duty to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT |
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NUMBER |
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99.1
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Press Release of Oxford Industries, Inc., dated November 8, 2007. |
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.
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OXFORD INDUSTRIES, INC. |
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November 8, 2007 |
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/s/ Thomas E. Campbell |
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Name: Thomas E. Campbell |
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Title: Vice President |
EX-99.1 PRESS RELEASE OF OXFORD INDUSTRIES
Exhibit 99.1
Oxford Industries, Inc. Press Release
222 Piedmont Avenue, N.E. l Atlanta, Georgia 30308
Company Contact:
Anne M. Shoemaker
T (404) 653-1455
F (404) 653-1545
ashoemaker@oxfordinc.com
FOR IMMEDIATE RELEASE
November 8, 2007
Oxford Industries Announces $60 Million Accelerated Share Repurchase
- Reaffirms Earnings Guidance -
ATLANTA, GA. Oxford Industries, Inc. (NYSE:OXM) announced today that its Board of Directors
has authorized the repurchase by the Company of up to $60 million of its outstanding common stock,
replacing the Companys previously announced stock repurchase authorization. The Company expects
to enter into an accelerated share repurchase agreement today with Bank of America, N.A. for the
full amount of the $60 million authorization. The $60 million represents approximately 14% of the
Companys current market capitalization.
We believe in the strength of our company and that the repurchase of shares at this time is an
excellent opportunity to deliver value to our shareholders, commented J. Hicks Lanier, Chairman
and Chief Executive Officer of Oxford Industries, Inc. At the same time, we remain committed to
building a portfolio of lifestyle brands and this share repurchase will not prevent us from
pursuing future transactions aligned with this strategy.
The specific number of shares to be repurchased under the agreement with Bank of America generally
will be based on the volume weighted average share price of the Companys common shares during a
specified calculation period. During the share repurchase program, a price cap provision will
establish the maximum price payable by the Company for the shares to be repurchased under the
agreement. The program is expected to take up to seven months to complete. The Company will fund
the share repurchase through borrowings under its U.S. revolving credit facility.
The Company reaffirmed its earnings guidance for the second quarter ending November 30, 2007 and
the two month period ending February 2, 2008. Earnings for each of those periods, without giving
effect to the share repurchase, are expected to be flat to slightly higher than the comparable
periods last year. For the second quarter of fiscal 2007 and for the two months ended February 2,
2007 diluted earnings from continuing operations per common share were $0.68 and $0.16
respectively. Due to the anticipated timing of the delivery of shares, the Company expects the
share repurchase transaction to have minimal impact on earnings per share in the eight month period
ended February 2, 2008.
The Company updated its guidance for net sales for the second quarter ending November 30, 2007 and
the two month period ending February 2, 2008. Net sales are now expected to be slightly below the
comparable periods last year. For the second quarter of fiscal 2007 and the two months ended
February 2, 2007, net sales were $291.0 million and $164.4 million, respectively.
About Oxford:
Oxford Industries, Inc. is a producer and marketer of branded and private label apparel for men,
women and children. Oxford provides retailers and consumers with a wide variety of apparel
products and services to suit their individual needs. Oxfords brands include Tommy Bahama®,
Indigo Palms®, Island Soft®, Ben Sherman®, Arnold Brant®, Ely & Walker® and Oxford Golf®. The
Company also holds exclusive licenses to produce and sell certain product categories under the
Tommy Hilfiger®, Nautica®, Geoffrey Beene®, Dockers®, Kenneth Cole® and Oscar de la Renta® labels.
Oxfords wholesale customers are found in every major channel of distribution, including national
chains, specialty catalogs, mass merchants, department stores, specialty stores and Internet
retailers.
Oxfords stock has traded on the NYSE since 1964 under the symbol OXM. For more information,
please visit our website at www.oxfordinc.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Various statements in this press release, in future filings by us with the Securities and Exchange
Commission and in oral statements made by or with the approval of our management include
forward-looking statements about future events. Generally, the words believe, expect, intend,
estimate, anticipate, project, will and similar expressions identify forward-looking
statements, which generally are not historical in nature. We intend for all such forward-looking
statements contained herein, the entire contents of our website, and all subsequent written and
oral forward-looking statements attributable to us or persons acting on our behalf to be covered by
the safe harbor provisions for forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of
the Private Securities Litigation Reform Act of 1995). Important assumptions relating to these
forward-looking statements include, among others, assumptions regarding general and regional
economic conditions, including those that affect consumer demand and spending, demand for our
products, timing of shipments to our wholesale customers, expected pricing levels, competitive
conditions, the timing and cost of planned capital expenditures, expected synergies in connection
with acquisitions and joint ventures, and the results of the expected share repurchase transaction.
Forward-looking statements reflect our current expectations, based on currently available
information, and are not guarantees of performance. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, these expectations could prove
inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability
to control or predict. Should one or more of these risks or uncertainties, or other risks or
uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. You are encouraged to review the information in our Form 10-K
for the fiscal year ended June 1, 2007 under the heading Risk Factors (and those described from
time to time in our future reports filed with the Securities and Exchange Commission), which
contains additional important factors that may cause our actual results to differ materially from
those projected in any forward-looking statements. We disclaim any intention, obligation or duty to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.