-----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, BWtLG8I0RafcvDpBu8KyoCX/vN/TfINFxJ+mdkxc6TUR+j2xsuRWs6WQLoUnFzBq VhvC1MWaR5VqMjZWN+xn4w== 0001047469-99-003704.txt : 19990209 0001047469-99-003704.hdr.sgml : 19990209 ACCESSION NUMBER: 0001047469-99-003704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11230 FILM NUMBER: 99523547 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 8-K 1 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): JANUARY 25, 1999 REGIS CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA (State or Other Jurisdiction of Incorporation) 0-11230 41-0749934 (Commission File Number) IRS Employer Identification No.) 7201 Metro Boulevard MINNEAPOLIS, MN 55439 (Address of principal executive offices and zip code) (612) 947-7000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Item 5. Other Events On January 25, 1999, the Company announced that it had entered into an agreement and plan of merger with The Barbers, Hairstyling for Men & Women, Inc. (The Barbers), a national franchiser, owner and operator of affordable hair care salons, based in Minneapolis, Minnesota. The Barbers has 979 franchised and company-owned salons, operating primarily under the names Cost Cutters, City Looks Salons International and We Care Hair. Under the terms of the agreement and plan of merger, each shareholder of The Barbers will receive .33 shares of Regis Common stock, on a pre-split basis, resulting in the issuance by the Company of approximately 1.5 million shares of common stock. It is expected that this transaction will be accounted for as a pooling-of-interest. Consummation of the merger is subject to approval by the shareholders of The Barbers. The transaction is expected to close during the Company's fiscal 1999 fourth quarter. Item 7. Financial Statements and Exhibits Exhibit 99. Press release dated January 25, 1999. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto and duly authorized. REGIS CORPORATION Date: February 8, 1999 By /s/ Randy L. Pearce -------------------------------- Randy L. Pearce Senior Vice President and Chief Financial Officer EXHIBIT INDEX Regis Corporation Form 8-K Current Report Dated January 25, 1999 Exhibit Number Description Exhibit 99 Press release dated January 25, 1999. EX-99 2 EXHIBIT 99 Exhibit 99 CONTACT: REGIS CORPORATION: Paul D. Finkelstein - President, CEO Randy L. Pearce - Chief Financial Officer (612) 947-7000 MORGEN-WALKE ASSOCIATES Ed Bisno/Theresa Schillero Media Contact-Stacy Berns/Lauren Gargano (212) 850-5600 REGIS CORPORATION SIGNS DEFINITIVE AGREEMENT TO MERGE WITH THE BARBERS, HAIRSTYLING FOR MEN & WOMEN INC. - REGIS BECOMES SOLE PROVIDER OF SALON SERVICES IN WAL-MART STORES - Minneapolis, MN, January 25, 1999 - In a joint press release, Regis Corporation (Nasdaq:RGIS), the largest owner, operator, franchisor, and consolidator of hair and retail product salons in the world, and The Barbers, Hairstyling for Men & Women, Inc., (Nasdaq:BBHF), a national franchisor, owner and operator of 979 affordable hair care salons, announced today they have signed a definitive agreement to merge in a stock-for-stock transaction. Upon completion of the merger, Regis Corporation will own, operate and franchise over 4,600 salons world wide, including over 1,700 franchised units. Terms of the agreement call for each shareholder of The Barbers to receive 0.33 shares of Regis common stock, or approximately 1.5 million shares in total, representing a fully diluted ownership interest of approximately 5.8 percent of the combined companies. Based on Regis' closing stock price of $38.31 per share on January 22, 1999, The Barbers shareholders would receive a value of $12.77 per share. The transaction is intended to be accounted for as a pooling-of-interests. Piper Jaffray, Inc. acted as financial advisor to the Board of Directors of The Barbers. Paul D. Finkelstein, President and Chief Executive Officer of Regis Corporation, stated, "We are most pleased to announce this transaction. The merger of The Barbers with Regis - more - Corporation not only makes strong financial sense but also strategically combines two of the industry's leading companies. The Barbers management team brings Regis 35 years of experience in franchising hair salons. In addition, with the merger, Regis becomes the sole provider of salon services in Wal-Mart. This opportunity should allow Regis to exceed 1,000 Wal-Mart salons in the near future. Currently, on a combined basis there are 336 company-owned salons and 149 franchised units operating in Wal-Mart. Within the next four years we foresee 750 company-owned and 250 franchised Wal-Mart salons." Following completion of the transaction, Fred Huggins, Jr., President and Chief Executive Officer of The Barbers will join the senior management team of Regis Corporation. The Barbers Chairman of the Board, Flo Francis, commented, "We are extremely pleased to reach this agreement with Regis Corporation and look forward to The Barbers becoming a part of this very successful and talented company. This merger accomplishes many long-sought and desirable goals." Mr. Finkelstein further commented, "It is important to note that The Barbers compounded annual growth rate for earnings the last four years has exceeded that of Regis and we expect this transaction to be immediately accretive to future earnings. In addition, Regis will provide The Barbers franchise group with an exit strategy they otherwise currently do not have. Lastly, we strongly believe that the merger is complimentary to Regis' Supercuts division and The Barbers salon concepts as the customer bases and operational strategies are sufficiently different." The transaction is subject to shareholder approval of The Barbers, and is anticipated to be completed near the end of Regis' fiscal year ending, June 1999. The Barbers, Hairstyling for Men & Women, Inc., based in Minneapolis, provides hair styling and hair care products through 979 franchised and company-owned salons, operating primarily under the names Cost Cutters, City Looks Salons International and We Care Hair. At the end of their most recent fiscal year, September 24, 1998, The Barbers generated annualized revenue of $26 million and system-wide sales of $211 million. Regis Corporation, based in Minneapolis, is the largest owner, operator, franchisor and consolidator of hair and retail salons in the world. Regis operates and franchises over 3,600 salons in six divisions: Regis Hairstylists, Strip Center Salons (primarily Supercuts), MasterCuts, Trade Secret, Wal-Mart/SmartStyle Family Hair Salons, and International and has more than 29,000 employees worldwide. ### -----END PRIVACY-ENHANCED MESSAGE-----