DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL PURSUANT TO 14A-12 SOLICITING MATERIAL PURSUANT TO 14a-12

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

x  Soliciting Material Pursuant to 14a-12

 

 

 

BROOKSTONE, INC.


(Name of Registrant as Specified in Its Charter)

 

 

 


(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1.  Title of each class of securities to which transaction applies:

 

 
  2.  Aggregate number of securities to which transaction applies:

 

 
  3.  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  4.  Proposed maximum aggregate value of transaction:

 

 
  5.  Total fee paid:

 

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1.  Amount Previously Paid:

 

 
  2.  Form Schedule or Registration Statement No.:

 

 
  3.  Filing Party:

 

 
  4.  Date Filed:

 

 

 

THIS FILING CONSISTS OF THE COMPANY’S PRESS RELEASE DATED AUGUST 18, 2005.

 


 

In connection with Brookstone, Inc.’s (the “Company”) solicitation of proxies with respect to the meeting of shareholders to be called with respect to the proposed merger of Brookstone Acquisition Corp., a Delaware corporation (“Acquisition”), with and into the Company, with the Company continuing as the surviving corporation and a subsidiary of Brookstone Holdings Corp., a Delaware corporation (“Parent”), pursuant to the terms of the previously-filed Agreement and Plan of Merger, dated April 15, 2005, as amended on July 15, 2005, among Parent, Acquisition and the Company, Brookstone will file with the Securities and Exchange Commission (the “SEC”), and will furnish to shareholders of Brookstone a proxy statement. Shareholders are advised to read the proxy statement when it is finalized and distributed to shareholders because it will contain important information. Shareholders will be able to obtain a free-of-charge copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Brookstone Inc., Merrimack NH, Attention: Investor Relations, Telephone: 603-577-8044, or from the Company’s website, http://www.brookstone.com.


        Contact:
        Philip Roizin
        EVP of Finance and Administration
        (603) 880-9500
        Robert Fusco
        Investor Relations
        (603) 880-9500

 

FOR IMMEDIATE RELEASE

 

Brookstone Announces Second-Quarter 2005 Earnings

 

MERRIMACK, N.H., August 18, 2005 – Product development company and specialty retailer Brookstone, Inc. (Nasdaq: BKST) today announced earnings for the second quarter of 2005. Results in this release relating to the Company’s Gardeners Eden brand are reflected as discontinued operations.

 

For the 13-week period ended July 30, 2005, Brookstone reported a net loss of $5.7 million, or $0.28 per diluted share. This compares to a net loss of $465,000, or $0.02 per diluted share in the second quarter of 2004. The Company announced plans to divest its Gardeners Eden business on June 29, 2005. The second quarter loss for 2005 includes a write-off of the intangible assets of Gardeners Eden, as well as related severance costs, totaling $4.1 million, or $0.12 cents per diluted share. Excluding these Gardeners Eden costs, the net loss for the quarter was at the better end of previously issued comparable guidance of $0.16 to $0.19 loss per diluted share.

 

For the 26-week period ended July 30, 2005, Brookstone reported a net loss of $12.5 million, or $0.61 per diluted share compared to a net loss of $5.1 million or $0.25 per diluted share for the comparable period in Fiscal 2004. .

 

Total sales for the second quarter decreased 6.6 percent to $87.5 million, while same-store sales decreased 10.0 percent, in each case when compared to the same period in 2004. Direct-Marketing sales decreased 1.7 percent to $13.1 million on a 10.8 percent reduction in catalog circulation.

 

Total sales for the 26-week period ended July 30, 2005 decreased 2.2 percent to $164.3 million compared to the same period in 2004. Same-store sales decreased 7.3 percent compared to last year. Year to date Direct-Marketing sales climbed 5.7 percent to $24.0 million on a 4.3 percent increase in catalog circulation.

 

Because of the seasonal nature of specialty retailing, Brookstone generally carries a loss over the first three quarters and makes its profit for the year in the fourth quarter.


As previously announced, Brookstone has signed a definitive merger agreement which was amended as of July 15, 2005 to be acquired by a consortium led by OSIM International Ltd., J.W. Childs Associates L.P. and Temasek Capital (Private) Limited. Under the terms of the amended merger agreement, following approval by Brookstone’s shareholders and the satisfaction or waiver of other customary conditions including the receipt of regulatory approvals at the effective time of the merger, each outstanding share of Brookstone’s common stock will be converted into the right to receive $20.00 in cash.

 

Brookstone, Inc. is a specialty retailer that operates 291 Brookstone Brand stores nationwide and in Puerto Rico. Typically located in high-traffic regional shopping malls and airports, the stores feature unique and innovative consumer products. The Company also operates five stores under the Gardeners Eden Brand, and a direct marketing business that consists of three catalog titles — Brookstone, Hard-to-Find Tools and Gardeners Eden — as well as e-commerce web sites at http://www.brookstone.com/ and http://www.gardenerseden.com.

 

Statements in this release which are not historical facts, including statements about the Company’s confidence or expectations, earnings, anticipated operations of its e-commerce sites and those of third-party service providers, and other statements about the Company’s operational outlook are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (“Reform Act”) and are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties include, without limitation, risks of changing market conditions in the overall economy and the retail industry, consumer demand, the effectiveness of e-commerce technology and marketing efforts, availability of products, availability of adequate transportation of such products, and other factors detailed from time to time in the Company’s annual and other reports filed with the Securities and Exchange Commission. Words such as “estimate”, “project”, “plan”, “believe”, “feel”, “anticipate”, “assume”, “may”, “will”, “should” and similar words and phrases may identify forward-looking statements. Statements about a possible sale or divestiture of its Gardeners Eden business constitute forward-looking statements. Any statements in this release made in connection with the merger are not forward-looking statements within the meaning of the safe harbor provisions of the Reform Act. The Company may not be able to complete a divestiture on acceptable terms because of a number of factors, including failure to reach agreement with a purchaser. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligations to publicly release any revisions to these forward-looking statements or reflect events or circumstances after the date hereof.


Brookstone, Inc.

Consolidated Statement of Operations

($ in thousands)

(Unaudited)

 

     Thirteen-weeks ended

    Twenty-six weeks ended

 
     July 30, 2005

    July 31, 2004

    July 30, 2005

    July 31, 2004

 

Net sales

   $ 87,521     $ 93,749     $ 164,308     $ 167,999  

Cost of sales

     59,915       60,930       114,797       113,238  
    


 


 


 


Gross profit

     27,606       32,819       49,511       54,761  

Selling, general and administrative expenses

     31,577       32,315       63,333       60,352  
    


 


 


 


Income (loss) from continuing operations

     (3,971 )     504       (13,822 )     (5,591 )

Interest (income) expense, net

     (87 )     209       (103 )     445  
    


 


 


 


Income (loss) before taxes, other party interests in consolidated entities and discontinued operations

     (3,884 )     295       (13,719 )     (6,036 )

Other party interests in consolidated entities

     247       163       506       325  
    


 


 


 


Income (loss) before taxes and discontinued operations

     (4,131 )     132       (14,225 )     (6,361 )

Income tax provision (benefit)

     (1,575 )     51       (5,470 )     (2,446 )
    


 


 


 


Income (loss) from continuing operations

     (2,556 )     81       (8,755 )     (3,915 )

Discontinued operations, net of tax

     (3,193 )     (546 )     (3,773 )     (1,194 )
    


 


 


 


Net loss

   $ (5,749 )   $ (465 )   $ (12,528 )   $ (5,109 )
    


 


 


 


Basic and diluted loss per share:

                                

Income (loss) from continuing operations

   $ (0.12 )   $ 0.00     $ (0.43 )   $ (0.19 )

Discontinued operations, net of tax

     (0.16 )     (0.02 )     (0.18 )     (0.06 )
    


 


 


 


Net loss

   $ (0.28 )   $ (0.02 )   $ (0.61 )   $ (0.25 )
    


 


 


 


Weighted average shares outstanding basic/diluted

     20,389       20,203       20,376       20,118  
    


 


 


 



Brookstone, Inc.

Condensed Consolidated Balance Sheet

 

($ in thousands)

(Unaudited)

 

     July 30, 2005

   July 31, 2004

   January 29, 2005

Current Assets:

                    

Cash and cash equivalents

   $ 46,613    $ 30,942    $ 86,205

Receivables, net

     7,923      9,520      9,859

Merchandise inventories

     75,879      68,886      75,585

Deferred income taxes, net

     12,271      9,502      3,917

Prepaid expenses

     7,315      6,998      6,045
    

  

  

Total current assets

     150,001      125,848      181,611

Deferred income taxes, net

     5,228      4,738      5,256

Property, plant and equipment, net

     74,362      64,829      74,019

Intangible assets, net

     —        3,988      3,853

Other assets

     3,213      5,377      1,741
    

  

  

Total assets

   $ 232,804    $ 204,780    $ 266,480
    

  

  

Liabilities and Shareholders’ Equity

                    

Current Liabilities:

                    

Accounts payable

   $ 12,076    $ 15,356    $ 17,402

Other current liabilities

     29,224      26,192      46,500
    

  

  

Total current liabilities

     41,300      41,548      63,902

Other long term liabilities

     22,668      16,819      22,432

Long term debt

     8,308      1,946      8,760

Commitments and Contingencies

                    

Other party interests in consolidated entities

     1,004      1,045      1,100

Total shareholders’ equity

     159,524      143,422      170,286
    

  

  

Total liabilities and shareholders’ equity

   $ 232,804    $ 204,780    $ 266,480
    

  

  

 

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