-----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, RStKn/ukHMeSlRN/u3wfshjJAK3J3ODsO8A+aM8z2Lnn+CsXviF6Ogvs/SDraL4Q v/gapqznBflU2XUzwasi4Q== 0000950152-05-005625.txt : 20050630 0000950152-05-005625.hdr.sgml : 20050630 20050629174753 ACCESSION NUMBER: 0000950152-05-005625 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050629 SUBJECT COMPANY: 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: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-18609 FILM NUMBER: 05926241 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 FILED BY: 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: SC TO-C 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 SC TO-C 1 j1476401e8vk.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): JUNE 28, 2005 BLAIR CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------
DELAWARE 001-00878 25-0691670 -------- --------- ---------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION) 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 8.01 OTHER EVENTS. On Tuesday, June 28, 2005 Blair Corporation announced it had received a commitment, subject to final documentation and standard closing conditions, for $200 million in financing from PNC Financial Services Group, Inc., which will be used, in part, to finance the Company's previously announced proposed self-tender offer. Blair intends to pay down this credit facility from PNC with the proceeds received from the previously announced sale of its credit portfolio to an affiliate of Alliance Data Systems Corporation. The closing of the Alliance Data Systems transaction remains on target for the fourth quarter of 2005. A copy of the Blair press release announcing the execution of the commitment letter is filed with this report as Exhibit 99.1 and is incorporated herein by reference. 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 99.1 Press Release dated June 28, 2005. 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. 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: June 28, 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-99.1 2 j1476401exv99w1.txt EX-99.1 EXHIBIT 99.1 (BLAIR CORPORATION LOGO) AMEX: BL 220 HICKORY STREET o WARREN, PENNSYLVANIA 16366-0001 FOR IMMEDIATE RELEASE: CONTACTS: Blair Corporation Bryan Flanagan, SVP/ Chief Financial Officer 814 723 3600 BLAIR CORPORATION RECEIVES FINANCING COMMITMENT FROM PNC FINANCIAL SERVICES GROUP TO SUPPORT TENDER OFFER FOR BLAIR COMMON STOCK WARREN, Pa., (June 28, 2005) - 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 it had received a commitment, subject to final documentation and standard closing conditions, for $200 million in financing from PNC Financial Services Group, Inc. which will be used to finance, in part, the Company's previously announced proposed stock tender buyback. Blair intends to pay down this credit facility from PNC 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. Combining the credit facility from PNC with $40 million of Blair's cash reserves, the Company will 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 Company intends to commence the tender not later than August 1, 2005, and it will be completed shortly thereafter. "We are pleased to announce that Blair has received this commitment from PNC for $200 million in financing and appreciate this ongoing support from our long-term financial partner," stated Bryan Flanagan, senior vice president and CFO. "By reaching this agreement, we remain on track to initiate our stock tender buyback and reward our investors," said John Zawacki, president and CEO. "At the same time, we are convinced that a continued focus on our core customers and our ability to remain an independent Warren-based company will maximize shareholder value now and in the future." 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-----