-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qc/Dq8Vv0NFSWmGjnWxiUA2jK1m8C/8+2iqcs6mW6VWlFL3PudRodbG3r/NlugJs cFuljsj21huc0VkCKCeI1Q== 0000950152-05-004785.txt : 20050611 0000950152-05-004785.hdr.sgml : 20050611 20050526200039 ACCESSION NUMBER: 0000950152-05-004785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050524 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLAIR CORP CENTRAL INDEX KEY: 0000071525 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 250691670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00878 FILM NUMBER: 05861400 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 MAIL ADDRESS: STREET 1: 220 HICKORY STREET CITY: WARREN STATE: PA ZIP: 16366 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 8-K 1 j1420001e8vk.txt BLAIR CORPORATION 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 24, 2005 BLAIR CORPORATION ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 001-00878 25-0691670 -------- --------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 220 HICKORY STREET, WARREN, PENNSYLVANIA 16366-0001 ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (814) 723-3600 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [X] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 EXECUTION OF MATERIAL DEFINITIVE AGREEMENT. On May 25, 2005, Blair Corporation ("Blair" or the "Company") announced that it has entered into separate "standstill" agreements with Loeb Partners Corporation and each of its affiliates ("Loeb"), and Santa Monica Opportunity Fund L.P. and each of its affiliates and principals ("Santa Monica"), pursuant to which, among other things, said shareholders have agreed to tender all of their Blair shareholdings in the Company's tender offer (described more fully below). In addition to other general standstill restrictions, Loeb and Santa Monica have agreed (i) not to attempt to exercise any control over management or the company; (ii) to vote their shares in favor of the position advocated by the Board of Directors; and (iii) not to acquire any additional shares of the Company or seek to acquire the Company, each for a period of five years. Loeb and Santa Monica have each previously filed Schedule 13Ds and several amendments thereto with the Securities and Exchange Commission disclosing their views and intentions with regard to Blair. A copy of the "standstill" agreements are filed with this report as Exhibit 10.1 and 10.2 and are incorporated herein by reference. ITEM 8.01 OTHER EVENTS. On May 25, 2005, Blair announced its current intention to commence a self-tender offer at $42.00 per share for the purchase of approximately 4.4 million shares of its outstanding common stock for an aggregate price of approximately $185 million (the "Tender Offer"). Blair intends to commence the Tender Offer on or before August 1, 2005 subject to finalizing a credit facility for up to $200 million, which will be utilized in part to finance the Tender Offer. In addition, Blair will contribute approximately $40 million of its cash reserves to fund the tender offer. Blair has entered into "standstill" agreements with Loeb and Santa Monica (described more fully above), pursuant to which Loeb and Santa Monica are obligated, among other things, to tender all of their shares of Blair's common stock in the Tender Offer. In addition, Blair's directors have agreed not to tender any of their shares of the Company's common stock in the Tender Offer and senior management has agreed to restrict the amount they tender in the Tender Offer to no more than 25% of their holdings of Blair's common stock. The consummation of the earlier announced sale of Blair's credit portfolio to an affiliate of Alliance Data Systems Corporation remains on target for the fourth quarter of 2005. It is the Company's current intention that all borrowings by Blair to affect the tender offer be repaid contemporaneously with, or shortly after, the close of said transaction. A copy of the Blair press release announcing the Company's current intention to commence a self-tender offer, as well as the execution of the "standstill" agreements, is filed with this report as Exhibit 99.1 and is incorporated herein by reference. BLAIR CORPORATION SECURITY HOLDERS ARE ADVISED TO READ BLAIR CORPORATION'S TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TENDER OFFER. BLAIR CORPORATION WILL NOTIFY ALL OF ITS SECURITY HOLDERS WHEN THE TENDER OFFER STATEMENT BECOMES AVAILABLE. WHEN AVAILABLE, BLAIR CORPORATION SECURITY HOLDERS MAY GET THE TENDER OFFER STATEMENT AND OTHER FILED DOCUMENTS RELATED TO THE TENDER OFFER FOR FREE AT THE U.S. SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (WWW.SEC.GOV). IN ADDITION, BLAIR CORPORATION SECURITY HOLDERS MAY REQUEST A FREE COPY OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS RELATED TO THE TENDER OFFER FROM BLAIR CORPORATION WHEN AVAILABLE. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits Exhibit 10.1 Agreement among Blair Corporation, and Loeb. Exhibit 10.2 Agreement among Blair Corporation, and Mr. Phillip Goldstein and Mr. Andrew Dakos. Exhibit 10.3 Agreement among Blair Corporation, and Santa Monica and Mr. Lawrence Goldstein. Exhibit 99.1 Press Release dated May 25, 2005. 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. Date: May 26, 2005 Blair Corporation By: /s/ JOHN E. ZAWACKI ---------------------------------- John E. Zawacki President and Chief Executive Officer By: /s/ BRYAN J. FLANAGAN ---------------------------------- Bryan J. Flanagan Senior Vice President and Chief Financial Officer EX-10.1 2 j1420001exv10w1.txt EX-10.1 Exhibit 10.1 AGREEMENT This agreement (the "AGREEMENT") dated as of May 24, 2005, is entered into by, between and among, Blair Corporation, a Delaware corporation (the "COMPANY") and Loeb Arbitrage Fund, a New York limited partnership, Loeb Arbitrage Management, a Delaware corporation, Loeb Partners Corporation, a Delaware corporation, Loeb Holding Corporation, a Maryland corporation, Loeb Offshore Fund, Ltd., a Cayman Islands exempted company, Loeb Offshore Management, LLC, a Delaware limited liability company, Loeb Marathon Fund, a Delaware limited partnership, Loeb Marathon Offshore Fund, Ltd., a Cayman Islands exempted company (each a member of, and who shall collectively be referred to as, "LOEB" and together with the Company, the "PARTIES"). RECITALS WHEREAS, it is the Company's present intention to conduct a tender offer for the purchase of its common stock to commence within approximately 60 days provided it can reach certain agreements with Loeb regarding Loeb's sale of Company's common stock; WHEREAS, the Parties have negotiated to enter in this Agreement to provide for the orderly disposition of Loeb's holdings of the Company's common stock and the orderly governance of the Company going forward; NOW, THEREFORE, intending to be legally bound, and for, and in consideration of, the terms, conditions and mutual obligations set forth herein, including the performance by each of the Parties of their respective mutual and independent covenants, representations and obligations as set forth herein, and understanding the meaning and legal effect of entering into this Agreement, the Parties hereto stipulate, agree, warrant and represent as follows: SECTION 1. COMPANY TENDER OFFER AND STOCK DISPOSITION. (a) The Company agrees that it shall conduct a tender offer for the purchase of its common stock having an aggregate value of $185 million at a per share price of $42.00 to be commenced on or before August 1, 2005 (the "TENDER OFFER"). (b) The Company confirms that it has received a commitment from the Board of Directors and senior management of the Company that they will not tender more than 25% of their holdings of the Company's common stock in the Tender Offer. (c) Loeb agrees that it will, and will ensure that its affiliates or associates shall, tender any and all shares of the Company's common stock , par value $.01, that it owns, directly or indirectly, beneficially or otherwise (the "LOEB'S COMMON STOCK"), in the Tender Offer. (d) Loeb agrees that it shall not dispose of Loeb's Common Stock in a block sale(s) (for the purpose of this Agreement "block sale" shall mean, a public or private sale, in a single or series of coordinated transaction(s), of a block of 100,000 or more shares of Company common stock) between the date first written above and the date upon which Loeb tenders Loeb's Common Stock in the Tender Offer. Loeb further agrees that following the close of the Tender Offer, to the extent it has identified, or been presented with, a third party that is willing and able to acquire, in a block sale(s), any proportion of, or all of, Loeb's Common Stock, the Company shall have a right of first refusal with respect thereto. (e) Loeb agrees that it shall not acquire any additional shares of the Company's common stock, directly or indirectly, beneficially or otherwise, for a period of 5 years commencing as of the date first written above (the "RESTRICTION PERIOD"). SECTION 2. STANDSTILL PROVISIONS. Loeb agrees that during the Restriction Period neither it nor any affiliate nor associate shall: (a) make any statement, proposal or offer, whether written or oral, to the Company's Board of Directors or to any director, officer or agent of the Company, or make any public announcement, proposal or offer with respect to an acquisition, merger (or other business combination), sale, transfer of the Company's assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any other transaction that could result in a change of control of the Company; and Loeb commits not to solicit or encourage any other person to make such an announcement, statement, proposal or offer, or to take any action that might require the Company to make a public announcement regarding the possibility of any such transaction or similar transaction, and commits not to advise, assist or encourage any other person in connection with any of the foregoing. (b) initiate, encourage, participate in or engage in any proxy solicitation or contest or otherwise publicly oppose the Board of Directors of the Company. (c) initiate, encourage or propose any shareholder proposal regarding the Company. (d) disclose to any third party, or make any filing under the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including, without limitation, under Section 13(d) thereof, disclosing, any intention, plan or arrangement inconsistent with any term or provision of this Agreement. (e) join, or in any way participate, in a "group" as that term is defined in the Exchange Act in connection with any action, plan, arrangement or objective prohibited by or inconsistent with any term or provision of this Agreement. (f) seek to control the management, policies, affairs, actions, or business of the Company, including, without limitation, by taking any action to seek to obtain representation on the Company's Board of Directors. (g) have any communications with any of the Company's other shareholders, directors, officers, associates, employees, customers or suppliers regarding matters relating to 2 the Company that could reasonably be expected to, or with an intention to, interfere with or otherwise adversely affect the operation of the Company and/or the Company's relationship with any of the aforementioned constituents of the Company. SECTION 3. VOTING. Loeb agrees that it shall vote any and all shares of Loeb's Common Stock in favor of the position advocated by a majority of the Company's Board of Directors until such time as Loeb has completed the disposition of Loeb's Common Stock in accordance with the terms and provisions of this Agreement. SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Representations of the Company. The Company represents, warrants and covenants to Loeb that: (i) the Company has full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions, terms and conditions contemplated by this Agreement have been duly authorized by the Company; (iii) this Agreement constitutes a valid, binding and enforceable agreement of the Company; and (iv) the Company will use its best efforts to commence the Tender Offer within 60 days of the date first written above. (b) Representations of Loeb. Each member of Loeb, jointly and severally, represents, warrants and covenants to the Company that: (i) it has the full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement and the consummation of the transactions, terms, conditions, restrictions and limitations contemplated by this Agreement have been duly authorized by each member of Loeb; (iii) this Agreement constitutes a valid, binding and enforceable Agreement of each member of Loeb; (iv) Loeb owns, directly or indirectly, beneficially or otherwise, all of the Loeb's Common Stock, and except as otherwise indicated to the Company, none of Loeb, any member of Loeb or any affiliate or associate thereof owns any other Company common stock, directly or indirectly, beneficially or otherwise, or any rights or interests in any Company common stock; (v) no member of Loeb has any agreement, arrangement or understanding with any person including, without limitation, any possible shareholder proposal with respect to the Company, with respect to any possible solicitation of proxies for any matter with respect to the Company or with respect to any matter prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and shall ensure that any and all affiliates, associates, directors, officers, partners (general or limited), members and principles of each member of Loeb, comply with and fulfill all of the obligations and restrictions that apply to Loeb pursuant to this Agreement; (vii) it will not request, directly or indirectly, a waiver or modification of any provision of this Agreement; and (viii) each member of Loeb hereby waives and releases any and all claims against the Company, its directors, officers and agents arising under this Agreement or otherwise, including, without limitation, any claim to terminate or suspend performance of this Agreement other than in accordance with Section 5. 3 SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate this Agreement rendering it null, void and of no force or effect, if the Company fails for any reason to commence the Tender Offer. Notwithstanding the previous sentence, the Company may not terminate this Agreement, unless it has made a good faith effort to obtain the necessary financing and make the appropriate regulatory filings to commence the Tender Offer pursuant to the terms of this Agreement. SECTION 6. MISCELLANEOUS. (a) Specific Performance. The Company and each member of Loeb acknowledge and agree that irreparable damage would occur in the event that any provision, term, condition, representation, warranty, covenant or restriction were not performed or complied with in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled by law or equity. (b) Joint and Several Liability. Each member of Loeb shall be jointly and severally liable for any breach of this Agreement by any other member of Loeb. (c) Non-Disclosure. The Company agrees promptly to issue a press release announcing, among other things, the execution of this Agreement and the material non-public information contained herein. Except for the issuance of such press release, the Company and Loeb agree not to make (and Loeb agrees to ensure that its affiliates, associates, directors, officers, partners (general or limited), members and principals do not make) any disclosure with respect to this Agreement, the performance hereof or any matter covered hereby; provided that, neither the Company nor Loeb shall be restricted from making such disclosure if and to the extent it shall be advised by independent legal counsel that such disclosure is required by law or administrative regulation or by the regulations of the American Stock Exchange; provided however, that prior to such a disclosure, the disclosing party shall provide notice to the other party of such intention to disclose and the notice shall provide a reasoned legal analysis as to why such disclosure is required by law, administrative regulation or regulation of the American Stock Exchange. (d) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. (e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of laws 4 principally that would require the application of any other law. Any action or proceeding seeking to enforce any provision of, or based on any claims for equitable relief arising out of this Agreement may be brought against any of the Parties only in the federal or state courts of Delaware and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. (g) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters covered hereby and this Agreement may be amended only by an agreement in writing executed by the Parties hereto. (h) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and be effective (a) when personally delivered on a business day during normal business hours at the address designated below; or (b)on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address. i. Notice to the Company: 220 Hickory Street Warren, Pennsylvania 16366-0001 Attention: ii. Notice to Loeb: -------------- -------------- -------------- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. BLAIR CORPORATION By: /s/ CRAIG N. JOHNSON --------------------------------------------------------- Name: Craig N. Johnson Title: Board Chairman LOEB ARBITRAGE FUND By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: President, General Partner LOEB ARBITRAGE MANAGEMENT By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: President LOEB PARTNERS CORPORATION By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: Executive Vice President LOEB HOLDING CORPORATION By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: Officer LOEB OFFSHORE FUND, LIMITED By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: Director LOEB OFFSHORE MANAGEMENT, LLC By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: President LOEB MARATHON FUND By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: President, General Partner LOEB MARATHON OFFSHORE FUND, LIMITED By: /s/ GIDEON J. KING --------------------------------------------------------- Name: Gideon J. King Title: Director EX-10.2 3 j1420001exv10w2.txt EX-10.2 Exhibit 10.2 AGREEMENT This agreement (the "AGREEMENT") dated as of May 24, 2005, is entered into by, between and among, Blair Corporation, a Delaware corporation (the "COMPANY") and Santa Monica Partners Opportunity Fund L.P., a New York limited partnership, Santa Monica Partners, L.P., a New York limited partnership, Santa Monica Partners Asset Management LLC, a Delaware limited liability company, SMP Asset Management LLC, a Delaware limited liability company, Mr. Phillip Goldstein, Mr. Lawrence Goldstein and Mr. Andrew Dakos (each a member of, and who shall collectively be referred to as, "SANTA MONICA" and together with the Company, the "PARTIES"). RECITALS WHEREAS, it is the Company's present intention to conduct a tender offer for the purchase of its common stock to commence within approximately 60 days provided it can reach certain agreements with Santa Monica regarding Santa Monica's sale of Company's common stock; WHEREAS, the Parties have negotiated to enter in this Agreement to provide for the orderly disposition of Santa Monica's holdings of the Company's common stock and the orderly governance of the Company going forward; NOW, THEREFORE, intending to be legally bound, and for, and in consideration of, the terms, conditions and mutual obligations set forth herein, including the performance by each of the Parties of their respective mutual and independent covenants, representations and obligations as set forth herein, and understanding the meaning and legal effect of entering into this Agreement, the Parties hereto stipulate, agree, warrant and represent as follows: SECTION 1. COMPANY TENDER OFFER AND STOCK DISPOSITION. (a) The Company agrees that it shall conduct a tender offer for the purchase of its common stock having an aggregate value of $185 million at a per share price of $42.00 to be commenced on or before August 1, 2005 (the "TENDER OFFER"). (b) The Company confirms that it has received a commitment from the Board of Directors and senior management of the Company that they will not tender more than 25% of their holdings of the Company's common stock in the Tender Offer. (c) Santa Monica agrees that it will, and will ensure that its affiliates or associates shall, tender any and all shares of the Company's common stock , par value $.01, that it owns, directly or indirectly, beneficially or otherwise (the "SANTA MONICA'S COMMON STOCK"), in the Tender Offer. (d) Santa Monica agrees that it shall not dispose of Santa Monica's Common Stock in a block sale(s) (for the purposes of this Agreement "block sale" shall mean, a public or private sale, in a single or series of coordinated transaction(s), of a block of 100,000 or more shares of Company common stock) between the date first written above and the date upon which Santa Monica tenders Santa Monica's Common Stock in the Tender Offer. Santa Monica further agrees that following the close of the Tender Offer, to the extent it has identified, or been presented with, a third party that is willing and able to acquire, in a block sale(s), any proportion of, or all of, Santa Monica's Common Stock, the Company shall have a right of first refusal with respect thereto. (e) Santa Monica agrees that it shall not acquire any additional shares of the Company's common stock, directly or indirectly, beneficially or otherwise, for a period of 5 years commencing as of the date first written above (the "RESTRICTION PERIOD"). SECTION 2. STANDSTILL PROVISIONS. Santa Monica agrees that during the Restriction Period neither it nor any affiliate nor associate shall: (a) make any statement, proposal or offer, whether written or oral, to the Company's Board of Directors or to any director, officer or agent of the Company, or make any public announcement, proposal or offer with respect to an acquisition, merger (or other business combination), sale, transfer of the Company's assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any other transaction that could result in a change of control of the Company; and Santa Monica commits not to solicit or encourage any other person to make such an announcement, statement, proposal or offer, or to take any action that might require the Company to make a public announcement regarding the possibility of any such transaction or similar transaction, and commits not to advise, assist or encourage any other person in connection with any of the foregoing. (b) initiate, encourage, participate in or engage in any proxy solicitation or contest or otherwise publicly oppose the Board of Directors of the Company. (c) initiate, encourage or propose any shareholder proposal regarding the Company. (d) disclose to any third party, or make any filing under the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including, without limitation, under Section 13(d) thereof, disclosing, any intention, plan or arrangement inconsistent with any term or provision of this Agreement. (e) join, or in any way participate, in a "group" as that term is defined in the Exchange Act in connection with any action, plan, arrangement or objective prohibited by or inconsistent with any term or provision of this Agreement. 2 (f) seek to control the management, policies, affairs, actions, or business of the Company, including, without limitation, by taking any action to seek to obtain representation on the Company's Board of Directors. (g) have any communications with any of the Company's other shareholders, directors, officers, associates, employees, customers or suppliers regarding matters relating to the Company that could reasonably be expected to, or with an intention to, interfere with or otherwise adversely affect the operation of the Company and/or the Company's relationship with any of the aforementioned constituents of the Company. SECTION 3. VOTING. Santa Monica agrees that it shall vote any and all shares of Santa Monica's Common Stock in favor of the position advocated by a majority of the Company's Board of Directors until such time as Santa Monica has completed the disposition of Santa Monica's Common Stock in accordance with the terms and provisions of this Agreement. SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Representations of the Company. The Company represents, warrants and covenants to Santa Monica that: (i) the Company has full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions, terms and conditions contemplated by this Agreement have been duly authorized by the Company; (iii) this Agreement constitutes a valid, binding and enforceable agreement of the Company; and (iv) the Company will use its best efforts to commence the Tender Offer within 60 days of the date first written above. (b) Representations of Santa Monica. Each member of Santa Monica, jointly and severally, represents, warrants and covenants to the Company that: (i) it has the full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement and the consummation of the transactions, terms, conditions, restrictions and limitations contemplated by this Agreement have been duly authorized by each member of Santa Monica; (iii) this Agreement constitutes a valid, binding and enforceable Agreement of each member of Santa Monica; (iv) Santa Monica owns, directly or indirectly, beneficially or otherwise, all of the Santa Monica's Common Stock and none of Santa Monica, any member of Santa Monica or any affiliate or associate thereof owns any other Company common stock, directly or indirectly, beneficially or otherwise, or any rights or interests in any Company common stock; (v) no member of Santa Monica has any agreement, arrangement or understanding with any person including, without limitation, any possible shareholder proposal with respect to the Company, with respect to any possible solicitation of proxies for any matter with respect to the Company or with respect to any matter prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and shall ensure that any and all affiliates, associates, directors, officers, partners (general or limited), members and principles of each member of Santa Monica, comply with and fulfill all of the obligations and restrictions that apply to Santa 3 Monica pursuant to this Agreement; (vii) it will not request, directly or indirectly, a waiver or modification of any provision of this Agreement; and (viii) each member of Santa Monica hereby waives and releases any and all claims against the Company, its directors, officers and agents arising under this Agreement or otherwise, including, without limitation, any claim to terminate or suspend performance of this Agreement other than in accordance with Section 5. SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate this Agreement rendering it null, void and of no force or effect, if the Company fails for any reason to commence the Tender Offer; provided that, the Company has made a good faith effort to obtain the financing necessary to carry out the Tender Offer and has failed to acquire such financing. SECTION 6. MISCELLANEOUS. (a) Specific Performance. The Company and each member of Santa Monica acknowledge and agree that irreparable damage would occur in the event that any provision, term, condition, representation, warranty, covenant or restriction were not performed or complied with in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled by law or equity. (b) Joint and Several Liability. Each member of Santa Monica shall be jointly and severally liable for any breach of this Agreement by any other member of Santa Monica; provided that, to the extent the entities identified on the Schedule 13D filed with the Securities and Exchange Commission on June 16, 2004 file an amended Schedule 13D announcing that each entity is no longer a part of, and no longer intends to act as, a "group" (as such term is used in Section 13d(3) of the Exchange Act), each such entity shall no longer be liable for any breach of this Agreement by any other entity that is a party to this Agreement. (c) Non-Disclosure. The Company agrees promptly to issue a press release announcing, among other things, the execution of this Agreement and the material non-public information contained herein. Except for the issuance of such press release, the Company and Santa Monica agree not to make (and Santa Monica agrees to ensure that its affiliates, associates, directors, officers, partners (general or limited), members and principals do not make) any disclosure with respect to this Agreement, the performance hereof or any matter covered hereby; provided that, neither the Company nor Santa Monica shall be restricted from making such disclosure if and to the extent it shall be advised by independent legal counsel that such disclosure is required by law or administrative regulation or by the regulations of the American Stock Exchange; provided however, that prior to such a disclosure, the disclosing party shall provide notice to the other party of such intention to disclose and the 4 notice shall provide a reasoned legal analysis as to why such disclosure is required by law, administrative regulation or regulation of the American Stock Exchange. (d) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. (e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principally that would require the application of any other law. Any action or proceeding seeking to enforce any provision of, or based on any claims for equitable relief arising out of this Agreement may be brought against any of the Parties only in the federal or state courts of Delaware and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. (g) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters covered hereby and this Agreement may be amended only by an agreement in writing executed by the Parties hereto. (h) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and be effective (a) when personally delivered on a business day during normal business hours at the address designated below; or (b)on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address. i. Notice to the Company: 220 Hickory Street Warren, Pennsylvania 16366-0001 Attention: ii. Notice to Santa Monica: -------------- -------------- -------------- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. BLAIR CORPORATION By: /s/ CRAIG N. JOHNSON --------------------------------------------------------- Name: Craig N. Johnson Title: Chairman of the Board SANTA MONICA PARTNERS OPPORTUNITY FUND L.P By: --------------------------------------------------------- Name: Title: SANTA MONICA PARTNERS, L.P. By: --------------------------------------------------------- Name: Title: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: --------------------------------------------------------- Name: Title: SMP ASSET MANAGEMENT LLC By: --------------------------------------------------------- Name: Title: MR. PHILLIP GOLDSTEIN By: /s/ PHILLIP GOLDSTEIN --------------------------------------------------------- Name: Phillip Goldstein MR. LAWRENCE GOLDSTEIN By: --------------------------------------------------------- Name: MR. ANDREW DAKOS By: /s/ ANDREW DAKOS --------------------------------------------------------- Name: Andrew Dakos EX-10.3 4 j1420001exv10w3.txt EX-10.3 Exhibit 10.3 AGREEMENT This agreement (the "AGREEMENT") dated as of May 25, 2005, is entered into by, between and among, Blair Corporation, a Delaware corporation (the "COMPANY") and Santa Monica Partners Opportunity Fund L.P., a New York limited partnership, Santa Monica Partners, L.P., a New York limited partnership, Santa Monica Partners Asset Management LLC, a Delaware limited liability company, SMP Asset Management LLC, a Delaware limited liability company, and Mr. Lawrence Goldstein (each a member of, and who shall collectively be referred to as, "SANTA MONICA" and together with the Company, the "PARTIES"). RECITALS WHEREAS, it is the Company's present intention to conduct a tender offer for the purchase of its common stock to commence within approximately 60 days provided it can reach certain agreements with Santa Monica regarding Santa Monica's sale of Company's common stock; WHEREAS, the Parties have negotiated to enter in this Agreement to provide for the orderly disposition of Santa Monica's holdings of the Company's common stock and the orderly governance of the Company going forward; NOW, THEREFORE, intending to be legally bound, and for, and in consideration of, the terms, conditions and mutual obligations set forth herein, including the performance by each of the Parties of their respective mutual and independent covenants, representations and obligations as set forth herein, and understanding the meaning and legal effect of entering into this Agreement, the Parties hereto stipulate, agree, warrant and represent as follows: SECTION 1. COMPANY TENDER OFFER AND STOCK DISPOSITION. (a) The Company agrees that it shall conduct a tender offer for the purchase of its common stock having an aggregate value of $185 million at a per share price of $42.00 to be commenced on or before August 1, 2005 (the "TENDER OFFER"). (b) The Company confirms that it has received a commitment from each member of the Board of Directors of the Company that he/she will not tender any of their holdings of the Company's common stock in the Tender Offer. (c) Santa Monica agrees that it will, and will ensure that its affiliates or associates shall, tender any and all shares of the Company's common stock , par value $.01, that it owns, directly or indirectly, beneficially or otherwise (the "SANTA MONICA'S COMMON STOCK"), in the Tender Offer. (d) Santa Monica agrees that it shall not dispose of Santa Monica's Common Stock in a block sale(s) (for the purposes of this Agreement "block sale" shall mean, a public or private sale, in a single or series of coordinated transaction(s), of a block of 100,000 or more shares of Company common stock) between the date first written above and the date upon which Santa Monica tenders Santa Monica's Common Stock in the Tender Offer. Santa Monica further agrees that following the close of the Tender Offer, to the extent it has identified, or been presented with, a third party that is willing and able to acquire, in a block sale(s), any proportion of, or all of, Santa Monica's Common Stock, the Company shall have a right of first refusal with respect thereto. (e) Santa Monica agrees that it shall not acquire any additional shares of the Company's common stock, directly or indirectly, beneficially or otherwise, for a period of 5 years commencing as of the date first written above (the "RESTRICTION PERIOD"). SECTION 2. STANDSTILL PROVISIONS. Santa Monica agrees that during the Restriction Period neither it nor any affiliate nor associate shall: (a) make any statement, proposal or offer, whether written or oral, to the Company's Board of Directors or to any director, officer or agent of the Company, or make any public announcement, proposal or offer with respect to an acquisition, merger (or other business combination), sale, transfer of the Company's assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any other transaction that could result in a change of control of the Company; and Santa Monica commits not to solicit or encourage any other person to make such an announcement, statement, proposal or offer, or to take any action that might require the Company to make a public announcement regarding the possibility of any such transaction or similar transaction, and commits not to advise, assist or encourage any other person in connection with any of the foregoing. (b) initiate, encourage, participate in or engage in any proxy solicitation or contest or otherwise publicly oppose the Board of Directors of the Company. (c) initiate, encourage or propose any shareholder proposal regarding the Company. (d) disclose to any third party, or make any filing under the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including, without limitation, under Section 13(d) thereof, disclosing, any intention, plan or arrangement inconsistent with any term or provision of this Agreement. (e) join, or in any way participate, in a "group" as that term is defined in the Exchange Act in connection with any action, plan, arrangement or objective prohibited by or inconsistent with any term or provision of this Agreement. (f) seek to control the management, policies, affairs, actions, or business of the Company, including, without limitation, by taking any action to seek to obtain representation on the Company's Board of Directors. 2 (g) have any communications with any of the Company's other shareholders, directors, officers, associates, employees, customers or suppliers regarding matters relating to the Company that could reasonably be expected to, or with an intention to, interfere with or otherwise adversely affect the operation of the Company and/or the Company's relationship with any of the aforementioned constituents of the Company. SECTION 3. VOTING. Santa Monica agrees that it shall vote any and all shares of Santa Monica's Common Stock in favor of the position advocated by a majority of the Company's Board of Directors until such time as Santa Monica has completed the disposition of Santa Monica's Common Stock in accordance with the terms and provisions of this Agreement. SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Representations of the Company. The Company represents, warrants and covenants to Santa Monica that: (i) the Company has full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions, terms and conditions contemplated by this Agreement have been duly authorized by the Company; (iii) this Agreement constitutes a valid, binding and enforceable agreement of the Company; and (iv) the Company will use its best efforts to commence the Tender Offer within 60 days of the date first written above. (b) Representations of Santa Monica. Each member of Santa Monica, jointly and severally, represents, warrants and covenants to the Company that: (i) it has the full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement and the consummation of the transactions, terms, conditions, restrictions and limitations contemplated by this Agreement have been duly authorized by each member of Santa Monica; (iii) this Agreement constitutes a valid, binding and enforceable Agreement of each member of Santa Monica; (iv) Santa Monica owns, directly or indirectly, beneficially or otherwise, all of the Santa Monica's Common Stock and none of Santa Monica, any member of Santa Monica or any affiliate or associate thereof owns any other Company common stock, directly or indirectly, beneficially or otherwise, or any rights or interests in any Company common stock; (v) no member of Santa Monica has any agreement, arrangement or understanding with any person including, without limitation, any possible shareholder proposal with respect to the Company, with respect to any possible solicitation of proxies for any matter with respect to the Company or with respect to any matter prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and shall ensure that any and all affiliates, associates, directors, officers, partners (general or limited), members and principles of each member of Santa Monica, comply with and fulfill all of the obligations and restrictions that apply to Santa Monica pursuant to this Agreement; (vii) it will not request, directly or indirectly, a waiver or modification of any provision of this Agreement; and (viii) each member of Santa Monica hereby waives and releases any and all claims against the Company, its directors, officers and agents arising under this Agreement or otherwise, including, 3 without limitation, any claim to terminate or suspend performance of this Agreement other than in accordance with Section 5. SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate this Agreement rendering it null, void and of no force or effect, if the Company fails for any reason to commence the Tender Offer; provided that, the Company has made a good faith effort to obtain the financing necessary to carry out the Tender Offer and has failed to acquire such financing. SECTION 6. MISCELLANEOUS. (a) Specific Performance. The Company and each member of Santa Monica acknowledge and agree that irreparable damage would occur in the event that any provision, term, condition, representation, warranty, covenant or restriction were not performed or complied with in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled by law or equity. (b) Joint and Several Liability. Each member of Santa Monica shall be jointly and severally liable for any breach of this Agreement by any other member of Santa Monica; provided that, to the extent the entities identified on the Schedule 13D filed with the Securities and Exchange Commission on June 16, 2004 file an amended Schedule 13D announcing that each entity is no longer a part of, and no longer intends to act as, a "group" (as such term is used in Section 13d(3) of the Exchange Act), each such entity shall no longer be liable for any breach of this Agreement by any other entity that is a party to this Agreement. (c) Non-Disclosure. The Company agrees promptly to issue a press release announcing, among other things, the execution of this Agreement and the material non-public information contained herein. Except for the issuance of such press release, the Company and Santa Monica agree not to make (and Santa Monica agrees to ensure that its affiliates, associates, directors, officers, partners (general or limited), members and principals do not make) any disclosure with respect to this Agreement, the performance hereof or any matter covered hereby; provided that, neither the Company nor Santa Monica shall be restricted from making such disclosure if and to the extent it shall be advised by independent legal counsel that such disclosure is required by law or administrative regulation or by the regulations of the American Stock Exchange; provided however, that prior to such a disclosure, the disclosing party shall provide notice to the other party of such intention to disclose and the notice shall provide a reasoned legal analysis as to why such disclosure is required by law, administrative regulation or regulation of the American Stock Exchange. (d) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the 4 remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. (e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principally that would require the application of any other law. Any action or proceeding seeking to enforce any provision of, or based on any claims for equitable relief arising out of this Agreement may be brought against any of the Parties only in the federal or state courts of Delaware and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. (g) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters covered hereby and this Agreement may be amended only by an agreement in writing executed by the Parties hereto. (h) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and be effective (a) when personally delivered on a business day during normal business hours at the address designated below; or (b)on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address. i. Notice to the Company: 220 Hickory Street Warren, Pennsylvania 16366-0001 Attention: ii. Notice to Santa Monica: -------------- -------------- -------------- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. BLAIR CORPORATION By: /s/ CRAIG N. JOHNSON --------------------------------------------------------- Name: Craig N. Johnson Title: Board Chairman SANTA MONICA PARTNERS OPPORTUNITY FUND L.P By: /s/ LAWRENCE J. GOLDSTEIN --------------------------------------------------------- Name: Lawrence J. Goldstein Title: SANTA MONICA PARTNERS, L.P. By: /s/ LAWRENCE J. GOLDSTEIN --------------------------------------------------------- Name: Lawrence J. Goldstein Title: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: /s/ LAWRENCE J. GOLDSTEIN --------------------------------------------------------- Name: Lawrence J. Goldstein Title: SMP ASSET MANAGEMENT LLC By: --------------------------------------------------------- Name: Title: MR. LAWRENCE GOLDSTEIN By: /s/ LAWRENCE J. GOLDSTEIN --------------------------------------------------------- Name: Lawrence J. Goldstein EX-99.1 5 j1420001exv99w1.txt EX-99.1 Exhibit 99.1 BLAIR CORPORATION AMEX: BL 220 HICKORY STREET o WARREN, PENNSYLVANIA 16366-001 FOR IMMEDIATE RELEASE: - ---------------------- CONTACTS: Blair Corporation Bryan Flanagan, SVP/ Chief Financial Officer Tom McKeever, SVP/ Operations and Administration 814 723 3600 BLAIR CORPORATION ANNOUNCES TENDER OFFER FOR BLAIR COMMON STOCK WARREN, Pa., (May 25, 2005) - The Board of Directors of Blair Corporation (Amex: BL), (www.blair.com), a national multi-channel direct marketer of women's and men's apparel and home products, today announced its intention to initiate a stock tender buyback at $42 per share, for the purchase of approximately 4.4 million shares of Blair's outstanding common stock for an aggregate price of approximately $185 million. The Directors have agreed not to participate in the tender. The tender will begin on or about August 1, 2005 and will be completed shortly thereafter. For the purpose of this transaction, Blair will obtain a credit facility of up to $200 million, which will be used in part, together with $40 million of Blair's cash reserves, to fund the stock tender. Blair intends to pay down the portion of the credit facility used to finance the stock tender with the proceeds received from the previously announced sale of its credit portfolio to Alliance Data Systems Corp. The closing of the Alliance Data transaction remains on target for the fourth quarter of 2005. As a result of this tender offer, two of Blair's major shareholder groups, Loeb Partners Corporation and Santa Monica Opportunity Fund L.P., have each separately agreed to enter into "standstill" agreements with Blair and tender all of their shares. As part of the standstill agreements, the two groups have agreed they will not attempt to exercise any control over management of Blair, they will vote in accordance with the board and management of Blair, and they will not acquire any additional shares of Blair for a period of five years. "Blair will not accept Loeb's recent offer to acquire the company," said John Zawacki, president and CEO, Blair Corporation, "but will instead go forward with the repurchase of more than half of our shares. We believe the interests of our shareholders, a fundamental priority of the Board, are best served by this stock tender buyback and the entrance into standstill agreements with two of our institutional investors. We are very pleased to reward our long standing investors and are convinced that Blair's dedication to our core customers and our independence as a Warren- based company will maximize shareholder value for many years to come." ABOUT BLAIR Headquartered in Warren, Pennsylvania, Blair Corporation sells a broad range of women's and men's apparel and home products through direct mail marketing and its Web sites www.blair.com and www.irvinepark.com. Blair Corporation employs more than 2,000 people and operates facilities and retail outlets in Northwestern Pennsylvania as well as a catalog outlet in Wilmington, Delaware. The Company, which has annual sales of approximately $500 million, is publicly traded on the American Stock Exchange (AMEX:BL). BLAIR CORPORATION SECURITY HOLDERS ARE ADVISED TO READ BLAIR CORPORATION'S TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TENDER OFFER. BLAIR CORPORATION WILL NOTIFY ALL OF ITS SECURITY HOLDERS WHEN THE TENDER OFFER STATEMENT BECOMES AVAILABLE. WHEN AVAILABLE, BLAIR CORPORATION SECURITY HOLDERS MAY GET THE TENDER OFFER STATEMENT AND OTHER FILED DOCUMENTS RELATED TO THE TENDER OFFER FOR FREE AT THE U.S. SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (www.sec.gov). IN ADDITION, BLAIR CORPORATION SECURITY HOLDERS MAY REQUEST A FREE COPY OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS RELATED TO THE TENDER OFFER FROM BLAIR CORPORATION WHEN AVAILABLE. This release contains certain statements, including without limitation, statements containing the words "believe," "plan," "expect," "anticipate," "strive," and words of similar import relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for and market acceptance of new and existing products, as well as other risks and uncertainties detailed in the most recent periodic filings of the Company with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----