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): APRIL 27, 2005
BLAIR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 001-00878 25-0691670
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
220 HICKORY STREET, WARREN, PENNSYLVANIA 16366-0001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (814) 723-3600
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 EXECUTION OF MATERIAL DEFINITIVE AGREEMENT.
On April 26, 2005, Blair Corporation ("Blair"), Blair Factoring Company,
Blair Credit Services Corporation, and JLB Service Bank, each a wholly-owned
subsidiary of Blair, entered into a Purchase, Sale and Servicing Transfer
Agreement (the "Purchase Agreement") with World Financial Capital Bank ("Bank"),
a wholly-owned subsidiary of Alliance Data Systems Corporation ("Alliance").
Pursuant to the Purchase Agreement, Blair's credit portfolio will be sold to
Bank at par plus a premium. Additionally, on April 26, 2005, Blair and Bank
entered into an agreement to form a long-term marketing and servicing alliance
under a Private Label Credit Program Agreement (the "Program Agreement") having
an initial term of ten (10) years. The transaction has been approved by both
companies and is expected to close by the end of the fourth quarter of fiscal
2005, subject to regulatory review and approval and customary closing
conditions. A copy of the Blair press release announcing the execution of the
Purchase Agreement and Program Agreement is filed with this report as Exhibit
99.1 and is incorporated herein by reference. The schedules and annexes to each
of the Purchase Agreement and the Program Agreement have been omitted from
Exhibits 10.1 and 10.2 hereto, respectively. Blair hereby agrees to furnish
supplementally a copy of any omitted schedule or annex to the Purchase Agreement
or the Program Agreement to the Securities and Exchange Commission upon its
request.
ITEM 2.05. COST ASSOCIATED WITH EXIT OF DISPOSAL ACTIVITIES.
On April 26, 2005, Blair committed to the disposition of its credit
portfolio. As is described in more detail above under Item 1.01, upon the sale
of the credit portfolio to the Bank pursuant to the Purchase Agreement, the Bank
and Blair will embark on a long-term marketing and servicing alliance and the
Bank will manage the credit portfolio in accordance with the terms and
conditions set forth in the Program Agreement. It is expected that the
transaction will close by the end of the fourth quarter of fiscal year 2005. In
connection with the disposition of the credit portfolio, Blair estimates that it
will incur costs of $500,000 in severance benefits, $1 million in connection
with the integration of Blair's and the Bank's information technology systems,
and $3 million in other associated costs. In total, Blair estimates it will
incur $4.5 million of costs in connection with the disposition of the credit
portfolio. At this time, Blair is unable to make a determination of the
estimated amount or range of amounts of the costs that may result in future cash
expenditures. Blair will file an amended report within four business days of
making a determination of such an estimate, if any.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit 10.1 Purchase, Sale and Servicing Transfer Agreement, dated as
of April 26, 2005, among Blair Corporation, Blair Factoring
Company, Blair Credit Services Corporation, JLB Service Bank, and
World Financial Capital Bank.
Exhibit 10.2 Private Label Credit Program Agreement, dated as of April
26, 2005, by and between Blair Corporation and World Financial
Capital Bank.
Exhibit 99.1. Press Release dated April 26, 2005.
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.
Date: April 26, 2005 Blair Corporation
By: /s/ JOHN E. ZAWACKI
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John E. Zawacki
President and Chief Executive Officer
By: /s/ BRYAN J. FLANAGAN
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Bryan J. Flanagan
Senior Vice President and Chief
Financial Officer