-----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, GC0iOU5dCGafDeO8VDrUtVj4mCfHo4USe3RQu7tr4T7tT/oEBKR3XpnS/PDr+Np9 UBjRrkZpiz3UsY+RH0WT2Q== 0000950152-96-004903.txt : 19960926 0000950152-96-004903.hdr.sgml : 19960926 ACCESSION NUMBER: 0000950152-96-004903 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960925 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960925 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12814 FILM NUMBER: 96634455 BUSINESS ADDRESS: STREET 1: 5915 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 2164494100 MAIL ADDRESS: STREET 1: 5915 LANDERBROOK DRIVE STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 8-K 1 COLE NATIONAL CORPORATION 8-K 1 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): September 25, 1996 ----------------------------- Cole National Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 33-74228 34-1453189 - --------------- ------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 5915 Landerbrook Drive, Mayfield Heights, Ohio 44124 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 449-4100 --------------------- 2 Item 5. Other Events. ------------- The Company issued a press release on September 25, 1996, a copy of which is filed as Exhibit 28. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------- (c) Exhibits. 28 Press Release dated September 25, 1996, from the Company. 3 SIGNATURE --------- 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. COLE NATIONAL CORPORATION Date: September 25, 1996 By: /s/Wayne L. Mosley ---------------------- Vice President 4 EXHIBIT INDEX ------------- Pagination by Sequential Numbering Exhibit Description of Exhibit System - ------- ---------------------- --------------------- 28 Press Release dated 5 September 25, 1996, from the Company. EX-28 2 EXHIBIT 28 1 Exhibit 28 PRESS RELEASE FOR IMMEDIATE RELEASE =============================================================================== COLE NATIONAL CORPORATION Listed on New York Exchange 5915 Landerbrook Drive Symbol "CNJ" Cleveland, Ohio 44124 Contact: Joseph Gaglioti (216) 449-4100 COLE NATIONAL TO ACQUIRE PEARLE, INC. Cleveland, Ohio, September 25, 1996 -- Cole National Corporation (NYSE:CNJ) announced that it has agreed to purchase the stock and certain assets of Pearle, Inc., an optical retailer, from The Pillsbury Company, a subsidiary of Grand Metropolitan PLC. In a related transaction, Cole National has agreed to sell Pearle's European business, operated through a Dutch company known as Pearle B.V., to a company organized by HAL Investments B.V., a Rotterdam-based investment group, together with certain members of the Pearle B.V. management team. Cole National will retain a minority interest in the European operations. The acquisition, which is expected to be completed during Cole National's fourth quarter, is subject to customary closing conditions, including regulatory approvals and financing. The Pearle system includes 692 retail locations in North America, including 343 company-owned stores and 349 franchised locations in 43 states, Canada, Puerto Rico and the U.S. Virgin Islands, as well as 183 locations in The Netherlands and Belgium operated by Pearle B.V. Cole National, through its subsidiary Cole Vision Corporation, currently operates more than 1,000 optical retail locations, primarily in host stores, under the names "Sears Optical," "Montgomery Ward Vision Center," "BJ's Optical" and "Target Optical." The acquisition of Pearle would allow Cole National Corporation to become a branded name optical retailer. The Company expects to maintain the well-known Pearle Vision(TM) name and to keep the Pearle retail system separate from the existing Cole Vision operations. "The acquisition of Pearle adds a well-known brand name to our optical business," said Jeffrey A. Cole, Chairman and Chief Executive Officer of Cole National Corporation. "We are delighted to have the opportunity to become associated with the professionals of the Pearle system. I have the greatest respect for Dr. Stanley Pearle, the founder of Pearle, Inc., and the quality eye care that his name stands for. We also look forward to building a constructive and mutually satisfying relationship with Pearle's franchisees." 2 Brian Smith, President and Chief Operating Officer of Cole National Corporation, said that "The acquisition of Pearle represents a significant repositioning of our company. It provides us access to a more upscale, fashion conscious customer base, and dramatically expands our optical operations beyond our traditional leased department format. As a result of this acquisition, we believe that we will establish Cole National as a leading provider of eyewear to all segments of the optical retail market. We also hope the addition of the 692 Pearle locations to our existing 1,500 location eye care network will make our network more attractive as a managed vision care provider to HMOs and other organizations." Cole National will pay an aggregate of approximately $165 million for its acquisition of Pearle, Inc. and minority investment in Pearle's European operations. The Company expects to finance the acquisition through available cash resources and by the private issuance of up to $150 million of subordinated debt by the Company's wholly-owned subsidiary, Cole National Group, Inc. Such securities will not be registered under the Securities Act of 1933 or any state securities laws and accordingly cannot be offered or sold without registration or applicable exemption from registration under federal and applicable state securities laws. The combination is expected to bring Cole National's annual revenues to more than $900 million. "We expect the acquisition of Pearle will be accretive to our earnings starting in our next fiscal year," said Mr. Cole. "We believe that we can, by working with Pearle's employees and franchisees, build the Pearle system into an excellent complement to our existing operations." "Grand Metropolitan has indicated for some time that Pearle was not a good long-term fit with its business strategy. We've been consistently building strength in our optical management team to be prepared for significant growth and believe that we are well-positioned to rebuild Pearle and its franchise organization," said Mr. Smith. "This acquisition will allow us to better serve the growing number of Americans who, as the population continues to age, will need vision products. 3 Cole National, headquartered in Cleveland, Ohio, also operates more than 780 personalization gift stores in enclosed malls through its Things Remembered, Inc. subsidiary and more than 500 personalization gift centers in host store environments through its subsidiary Cole Gift Centers, Inc. The expectations, beliefs and other non-historical statements contained in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors that affect the Company, including the risks associated with acquiring Pearle, such as uncertainties relating to its franchise operations, the ability of the Company's management to achieve the expected operational efficiencies from the combined companies and unforeseen difficulties arising from the acquisition, the uncertainties associated with the proposed financing, such as market conditions, interest rates and other factors affecting the terms or availability of such financing, and factors that can adversely affect the Company's operating results, liquidity and financial condition such as the Company's ability to select and stock merchandise attractive to customers, general economic cycles affecting consumer spending, weather factors affecting retail operations, its quality controls in optical manufacturing and engraving, operating factors affecting customer satisfaction, the Company's relationships with its host stores, the mix of goods sold, pricing and other competitive factors, and the seasonality of the Company's business. -----END PRIVACY-ENHANCED MESSAGE-----