SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 29, 2003
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 001-14669 74-2692550
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
(Business address of registrant)
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(United States mailing address of registrant)
Registrant's telephone number, including area code: (915) 225-8000
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HELEN OF TROY LIMITED
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On Monday, September 29, 2003, Helen of Troy, Limited (the "Company") issued
a press release announcing that it had received all required regulatory
approvals and completed the transaction to acquire certain assets related to the
North American, Latin American and Carribean production and distribution of Brut
Fragrances, Deodorants and Antiperspirants from Conopco, Inc., a wholly owned
subsidiary of Unilever NV. The assets consist principally of patents, trademarks
and trade names, product formulations and production technology, related
finished goods inventories, distribution rights and customer lists. The Company
paid $55 million in cash in the transaction. The transaction was funded by
drawing $32 million against a new $ 50 million short-term credit facility with
Bank of America, and the balance funded out of the Company's cash on hand.
The Company is in the process of completing its analysis of the economic
lives of the assets acquired and appropriate allocation of the initial purchase
price. Our initial belief is that most of the purchase price will be allocated
to assets having indefinite economic lives. The Company expects to complete its
analysis at some time during the late third fiscal quarter or early fourth
fiscal quarter of 2004. Depending on the results of this analysis, the Company
might, in future periods, record amortization expense on one or more of the
intangible assets associated with the acquisition.
ITEM 5. OTHER EVENTS.
On Monday, September 29, 2003, Helen of Troy Limited issued a press release,
which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The press release states "The acquisition includes Brut Fragrances,
Deodorants and Antiperspirants, and is expected to produce approximately $40
million in sales over the next 12 months. There will be a three month transition
period during which operations will be transferred to Helen of Troy. Earnings
per share contribution for the Brut brand is expected to be in the range of $.20
- $.24 for fiscal year 2005, beginning March 1, 2004. There are a number of
risks and uncertainties that could cause actual results to differ materially
from historical or anticipated results. These risks include, but are not limited
to:
The anticipated sales and range of earnings per share
contribution is based, in part, on historical unaudited financial
information. There is not assurance that such information will
reflect actual sales of Brut(R) product after it is acquired by the
Company.
There is a risk that customers of the former owner of Brut(R)
may not continue to be customers of the Company. The customers for
the Brut(R) product have no long-term commitments to purchase
Brut(R) products. In addition, several of the Company's largest
customers have complex purchasing systems that require substantial
efforts to include new product offerings. The Company may not be
successful in transitioning existing Brut(R) customers to the
Company, and if transitioned, there could be delays in the process,
both of which could adversely affect the sale of Brut(R) products.
There is a risk that the Company may experience delays in
transitioning the manufacturing of the Brut(R) product and any such
delays could adversely affect sales of Brut(R) product.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
2.1 Acquisition Agreement, dated September 29, 2003
10.1 Bank Financing Agreement, dated September 25, 2003
99.1 Press Release dated September 29, 2003
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HELEN OF TROY LIMITED
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.
HELEN OF TROY LIMITED
October 1, 2003 By: /s/ Thomas J. Benson
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Date Thomas J. Benson
Senior Vice President, Finance
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
2.1 Acquisition Agreement, dated September 29, 2003
10.1 Bank Financing Agreement, dated September 25, 2003
99.1 Press Release dated September 29, 2003
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