On May 2,
2005, Helen of Troy L.P., a wholly owned subsidiary of Helen of Troy Limited
(the "Company", "Purchaser", or "We"),
entered into a Purchase and Sale Agreement ("the Agreement") with DTC Eastgate
1, LLC. ("Seller"), to purchase
and have constructed a 1,200,000 square foot warehouse facility on approximately
59 acres of land located in Southaven
Mississippi. The initial purchase price is approximately $33,000,000 subject to
usual and customary adjustments for change
orders and liquidated damages in the event construction runs beyond the agreed
construction date. The agreement
gives the Purchaser a 24-month option to purchase an additional adjacent 31 acre
tract of land for approximately
$1,600,000, to allow for additional expansion.
The
Agreement also gives the Company a “put option” to require the Seller to
purchase our existing Southaven, Mississippi
619,000 square foot warehouse for $16,000,000 at any time between 30 and 180
days following the closing
on the purchase of the new facility. We do not expect to incur any losses on the
disposition of our existing facility.
We currently expect to close on and occupy the new facility in the last fiscal
quarter of fiscal 2006.
Total
estimated costs of the project including warehouse equipment and fixtures
is approximately $45,000,000, which we
expect to fund out of a combination of cash from operations, our existing
revolving line of credit, and the proceeds
from the sale of our existing facility in Southaven, Mississippi. We may also
consider other types of financing.
The
foregoing is qualified in its entirety by reference to the agreement attached
hereto as Exhibit 10.1 and incorporated by
reference herein.
This
report on Form 8-K contains certain forward-looking statements, which are
subject to change. The forward looking statements
discussed in this report include statements regarding the potential for the
exercise of a put option on a facility,
the estimated total project cost and expected project funding sources. A number
of risks or uncertainties could
cause actual results to differ materially from anticipated results. Generally,
the words "estimated", "expects" and
other similar words identify forward-looking statements. The Company cautions
readers not to place undue reliance
on forward-looking statements. The actual results may differ materially from
those described in any forward-looking
statements. The Company intends its forward-looking statements to speak only as
of the time of such statements, and does not undertake to update or revise them
as more information becomes
available.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(c)
EXHIBITS.
The
following exhibits are furnished with this report on Form 8-K:
|
Exhibit
No. |
Description. |
| |
|
|
10.1 |
PURCHASE
AND SALE AGREEMENT
Effective May 2, 2005 by and between
DTC Eastgate 1, LLC. as Seller AND Helen of Troy L.P. as
Purchaser. |
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 |
May
6, 2005 |
|
|
| Date |
By: |
/s/ Thomas
J. Benson |
| |
Thomas
J. Benson |
| |
Senior
Vice President, Finance and Chief
Financial
Officer |
|
Exhibit
No. |
Description |
| |
|
|
10.1 |
PURCHASE
AND SALE AGREEMENT
Effective May 2, 2005 by and between
DTC Eastgate 1, LLC. as Seller AND Helen of Troy L.P. as
Purchaser. |