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: February 3, 2003
(Date of earliest event reported)
PERRY ELLIS INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-21764 59-1162998
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(Commission File No.) (I.R.S. Employer
Identification No.)
3000 N.W. 107/th/ Avenue, Miami, Florida 33172
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(Address of Principal Executive Offices) (Zip Code)
(305) 592-2830
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(Registrant's telephone number, including area code)
Item 5. Other Events and Required FD Disclosure.
On February 3, 2003, Perry Ellis International, Inc., a Florida corporation
("Perry Ellis"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Salant Corporation, a Delaware corporation ("Salant"), and
Connor Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Perry Ellis.
Under the terms of the Merger Agreement, Perry Ellis will acquire Salant in
a stock and cash transaction for a total merger consideration of $91.0 million
comprised of approximately $52.0 million in cash and approximately $39.0 million
worth of newly issued shares of Perry Ellis common stock (the "Merger"). The
holders of Salant's outstanding common stock will receive approximately $9.3691
per share comprised of at least $5.3538 per share of cash and up to $4.0153 per
share of Perry Ellis common stock. The maximum number of shares of Perry Ellis
common stock to be issued in the Merger is limited to 3,250,000, in which case
the remaining merger consideration will be paid in cash. The exact fraction of a
share of Perry Ellis common stock that Salant's stockholders will receive for
each of their shares will be determined based on the Nasdaq average closing sale
price of the Perry Ellis common stock for the 20-consecutive trading day period
ending three trading days prior to the closing date. Upon consummation of the
Merger, Salant will become a direct wholly owned subsidiary of Perry Ellis.
The Merger has been unanimously approved by the board of directors of Perry
Ellis and Salant. The Merger requires approval by the shareholders of both Perry
Ellis and Salant, and is subject to SEC approval, H-S-R regulatory review, the
absence of material adverse changes, and certain other customary closing
conditions. The transaction is expected to close before the end of Perry Ellis'
second quarter. Perry Ellis was advised in the transaction and received a
fairness opinion from Sawaya Segalas & Co., LLC. In addition, George
Feldenkreis, Perry Ellis' Chairman and CEO, and Oscar Feldenkreis, Perry Ellis'
President and COO, have each agreed to vote in favor of the issuance of the
Perry Ellis common stock in the transaction. Pursuant to the Merger Agreement,
Perry Ellis also agreed to file and maintain in effect a registration statement
to enable Salant's affiliates to resell shares of Perry Ellis common stock they
receive in the Merger without legal restriction. Perry Ellis also obtained a
commitment from its senior lender to increase its existing credit facility to
$110 million. Perry Ellis intends to use the amended credit facility to finance
the cash portion of the merger consideration.
A copy of the Merger Agreement and the exhibits attached thereto is filed
herewith as Exhibit 2.1 and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to Exhibit 2.1.
On February 4, 2003, the Perry Ellis and Salant issued a joint press
release announcing the execution of the Merger Agreement. The press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated February 3, 2003, by and among
Perry Ellis International, Inc., Connor Acquisition Corp. and
Salant Corporation (with exhibits)
10.1 Letter Agreement, dated February 3, 2003, among Michael J. Setola,
Salant Corporation and Perry Ellis International, Inc.
10.2 Letter Agreement, dated February 3, 2003, among Awadhesh K. Sinha,
Salant Corporation and Perry Ellis International, Inc.
99.1 Joint Press Release, dated February 4, 2003
99.2 Voting Agreement, dated February 3, 2003, by and among Salant
Corporation, George Feldenkreis, Oscar Feldenkreis, GFX, Inc. and
the Oscar Family Limited Partnership, Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PERRY ELLIS INTERNATIONAL, INC.
Date: February 4, 2003 By: /s/ Timothy B. Page
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Timothy B. Page
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated February 3, 2003, by and among
Perry Ellis International, Inc., Connor Acquisition Corp. and
Salant Corporation (with exhibits)
10.1 Letter Agreement, dated February 3, 2003, among Michael J. Setola,
Salant Corporation and Perry Ellis International, Inc.
10.2 Letter Agreement, dated February 3, 2003, among Awadhesh K. Sinha,
Salant Corporation and Perry Ellis International, Inc.
99.1 Joint Press Release, dated February 4, 2003
99.2 Voting Agreement, dated February 3, 2003, by and among Salant
Corporation, George Feldenkreis, Oscar Feldenkreis, GFX, Inc. and
the Oscar Family Limited Partnership, Ltd.
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