8-K

                       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) May 4, 2001


                            Specialty Catalog Corp.
                            -----------------------
             (Exact name of registrant as specified in its charter)



                                                        

        Delaware                     0-21499                              04-3253301
- -----------------------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File Number)    (IRS Employer Identification No.)
         of incorporation)




21 Bristol Drive, South Easton, Massachusetts                           02375
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code     (508) 238-0199
                                                   -----------------------------


         (Former name or former address, if changed since last report.)







Item 5. Other Events

     On May 4, 2001, Specialty Catalog Corp. (the "Company") issued a press
release stating that it has entered into a definitive merger agreement to take
the Company private. Attached as an exhibit hereto is a copy of the press
release.

Item 7. Financial Statements and Exhibits

     (c) Exhibits. The following Exhibits are filed herewith as part of this
report:

     Exhibit           Description
     -------           -----------
     99.1              Press Release of the Company, dated May 4, 2001











                                   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.


                                            SPECIALTY CATALOG CORP.


                                        By: /s/ Thomas K. McCain
                                            --------------------------------
Dated: May 7, 2001                          Name:    Thomas K. McCain
                                            Title:   Senior Vice President


                                       2

EX-99.1

COMPANY CONTACT:
   Thomas McCain, SVP & CFO
   508-238-0199



                                                           FOR IMMEDIATE RELEASE


                 SPECIALTY CATALOG ENTERS INTO MERGER AGREEMENT

SOUTH EASTON, Mass., May 4, 2001 - Specialty Catalog Corp. (Nasdaq:CTLG)
announced today that it has entered into a definitive Merger Agreement to take
the company private through a sale of the company to Specialty Acquisition
Corp., a corporation formed by several substantial shareholders of the company,
including Mr. Guy Naggar, a director of the company.

     The Merger Agreement provides for a cash merger in which the holders, other
than Specialty Acquisition Corp., of common stock of Specialty Catalog Corp.
immediately prior to the merger receive $3.75 per share in cash.

     Mr. Naggar filed an amended Schedule 13D (Amendment No. 2) with the SEC on
April 25, 2001. Specialty Catalog Corp. previously announced that Mr. Naggar had
made a final proposal to acquire the company for cash, through a merger, for
$3.75 per share.

     The cash merger consideration represents a forty-three percent premium to
the $2.63 closing share price on April 24, 2001, which was the day before Mr.
Naggar's Schedule 13D filing, and a twenty-three percent premium to the closing
price of $3.05 on Friday, April 27, 2001, the last trading day before the
announcement of the receipt of Mr. Naggar's proposal.

     The merger is subject to the satisfaction of a number of closing
conditions, including, but not limited to, the consummation of financing
transactions and approval by the stockholders of Specialty Catalog Corp. The
merger is expected to close in the summer of 2001.

     In addition, it is anticipated that other stockholders, certain members of
management and certain members of the Board of Directors of Specialty Catalog
Corp. will join with Mr. Naggar and the other substantial stockholders of the
company.






     Specialty Catalog Corp. is a direct marketer targeting niche consumer
product categories through a variety of catalogs. The company is the leading
U.S. retailer of women's wigs and hairpieces through its Paula Young(R)
catalogs. The company also offers African-American women a broad selection of
quality wigs, hairpieces, apparel and related products through its Especially
Yours(R) catalogs. Through its subsidiary, Daxbourne International Limited, the
company is a leading retailer and wholesaler of women's wigs and hairpieces in
the United Kingdom. The company also markets continuing education courses,
seminars, conferences and other products to nurses and CPAs through its SC
Publishing subsidiary.

     Statements contained in this press release not historical in nature are
"forward-looking statements" as provided by the Private Securities Reform
Litigation Act of 1995. Such statements are subject to a variety of risks and
uncertainties. There are a number of factors that could cause the company's
actual results to differ materially from those expressed in, or suggested by,
any forward-looking statements made by the company. The factors include, but are
not limited to, the company's ability to resolve the contingencies and
conditions contained in the Merger Agreement for the acquisition of Specialty
Catalog Corp. (as defined and referenced above). Risk factors also include, but
are not limited to: the company's ability to achieve its revenue goals which are
dependent on the effectiveness of the company's catalogs and marketing and
advertising programs; the company's ability to effectively manage its costs and
expenses which are affected by, among other items, changes in postal rates,
paper prices and media costs; the company's pursuit of new branding strategies
and growth opportunities, including acquisitions and assimilation of acquired
companies; changes in the company's management team; and the company's
implementation of new information systems. The factors also include, but again
are not limited to, those risks set forth in the company's Annual Report on Form
10-K, periodic reports on Form 10-Q and other filings made with the Securities
and Exchange Commission.



VISIT OUR WEB SITES AT: www.ctlg.com, www.paulayoung.com, www.wig.com,
www.especiallyyours.com, www.westernschools.com and www.AHI-online.com.