starbuxsux
12 years ago
Kenneth D. Cole Completes Acquisition of Kenneth Cole Productions, Inc.
Sep 25, 2012 17:27:00 (ET)
NEW YORK, Sept. 25, 2012 /PRNewswire viaCOMTEX/ -- Kenneth Cole Productions, Inc. (KCP, Trade ) (the "Company") announced today the completion of its acquisition pursuant to the previously announced merger agreement under which Kenneth D. Cole, Chairman and Chief Creative Officer of the Company and beneficial holder of approximately 46% of the Company's outstanding common stock (representing approximately 89% of the voting power), has acquired the Company through KCP Holdco, Inc., an entity he controls that was formed for the purpose of the acquisition. Under the terms of the merger agreement, the Company's shareholders, excluding Mr. Cole and his affiliated entities, will receive $15.25 per share in cash.
The transaction was approved by the Company's stockholders at a special meeting of shareholders held on September 24, 2012. The merger was approved by holders of approximately 98% of the shares of the Company's outstanding common stock, and by holders of approximately 80% of the shares not owned by Mr. Cole or his affiliated entities. In addition, the company's stockholders also approved, by a non-binding, advisory vote, compensation payable to the Company's named executive officers in connection with the merger.
The Company's common stock will be delisted from the New York Stock Exchange.
BofA Merrill Lynch acted as financial advisor to the special committee of the Company's Board of Directors, and Sidley Austin LLP acted as legal advisor to the special committee.
Peter J. Solomon Company acted as financial advisor to Mr. Cole, and Willkie Farr & Gallagher LLP acted as legal advisor toMr. Cole.
About Kenneth Cole Productions, Inc.
Kenneth Cole Productions, Inc. designs, sources, and markets abroad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York; Kenneth Cole Reaction; and Unlisted, as well as footwear under the proprietary trademark Gentle Souls. The Company has also granted a wide variety of third party licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories. The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at http://www.kennethcole.com .
Forward-Looking Statements:
Certain statements herein are "forward-looking statements". Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of the economy, changes in the overall level of consumer spending or preferences in apparel, our ability to compete with other retailers, the performance of the Company's products within the prevailing retail environment, our strategy and expansion plans, systems upgrades, reliance on key personnel, trade restrictions, political or financial instability in countries where the Company's goods are manufactured, postal rate increases, paper and printing costs, availability of suitable store locations at appropriate terms and other factors which are set forth in the Company's Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Kenneth Cole Productions, Inc.
starbuxsux
12 years ago
Kenneth Cole Productions Reports Second Quarter 2012 Results
Aug 1, 201207:30:00 (ET)
NEW YORK, Aug. 1, 2012 /PRNewswire viaCOMTEX/ -- Kenneth Cole Productions, Inc. (KCP, Trade ) today reported financial results for the second quarter ended June 30, 2012. The Company reported a loss per fully-diluted share for the period of $(0.20) versus net income per share of $0.03 in the year-ago period. On a non-GAAP basis, after adjusting for (i) costs associated with the proposed acquisition of the Company by agroup led by Mr. Kenneth D. Cole and (ii) one-time transition costs relating to changing distribution centers described below, the Company's adjusted net loss per fully-diluted share for the second quarter was $(0.03).
Net revenues in the second quarter were $97.3 million versus the year-ago level of $102.2 million. Wholesale revenues decreased 3.3% to $50.3 million versus the year-ago period primarily from private label footwear and Reaction handbags. Consumer Direct revenues decreased6.1% to $37.2 million versus the year-ago period due to the operation of two fewer stores and a comparable store sales decline of 2.7%. Licensingrevenues in the second quarter declined 7.8% to $9.8 million versus the prior year's level due principally to the transition of the women's apparel business to an in-house operation from a licensing model and the resetting of contractual minimum royalties of a licensee.
Gross profit, as a percentage of revenues, was 40.6% for the second quarter ended June 30, 2012, unchanged from the year-ago period.
Selling, general and administrative expenses ("SG&A") in the quarter were $43.7 million, or 44.9% of revenues, versus $40.4 million, or 39.6% of revenues, in the year-ago period. In the current quarter, the Company incurred certain charges for transition costs to a new distribution center as a result of one of its third-party logistics operator's insolvency, as well as professional service costs in connection with the proposed acquisition of the Company by a group led by Mr. Kenneth D. Cole. Excluding these one-time items adjusted SG&A in the second quarter was $39.7 million, or 40.8% of revenues versus 39.6% in the year-ago period.
The net loss for the second quarter was $(3.7) million or $(0.20) per fully diluted share versus income of $0.6 million or $0.03 per fully diluted share in the prior year's quarter. Excluding the two items described in the previous paragraph, the adjusted loss per fully diluted share would have been $(0.03) for the second quarter as compared to adjusted earnings per fully diluted share of $0.04 in the year-ago period.
The Company noted that due to losses in prior periods, it did not provide for any federal income tax (benefit)/expense in its (loss)/earnings per share calculations.
The Company ended the quarter with $49.0 million in cash and no long-term debt. Inventory increased 20.3%to $49.7 millionversus the prior year's level of $41.3 million.
Presentation of Financial Information In addition to providing financial results and guidance in accordance with GAAP, the Company has provided non-GAAP adjusted earnings per share information for the quarter ended June 30, 2012. This non-GAAP financial information is provided to enhance the user's overall understanding of the Company's current financial performance. Specifically, the Company believes the non-GAAP adjusted results provide useful information to both management and investors by excluding charges that the Company believes are not indicative of the Company's core operating results. The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of this non-GAAP information to the Company's actual and expected results is included in the financial tables of this press release.
About Kenneth Cole Productions, Inc. Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York; Kenneth Cole Reaction; Unlisted; and Le Tigre, as well as footwear under the proprietary trademark Gentle Souls. The Company has also granted a wide variety of thirdparty licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories. The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at http://www.kennethcole.com/ .
Forward Looking Statement Disclosure The statements contained in this release, which are not historical facts, may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results might differ materially from those projected in such statements due to anumber of risks and uncertainties, including but not limited to, demand and competition for the Company's products, the ability to enter into new product license agreements or to renew or replace existing product licensee agreements, changes in consumer preferences or fashion trends, delays in anticipated store openings, and changes in the Company's relationships with retailers, licensees, vendors and other resources. The forwardlooking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports and registration statements filed with the Securities and Exchange Commission.
starbuxsux
12 years ago
Securities Lawyers at Goldfarb LLP Seeking More Money, Information for Stockholders of Kenneth Cole Productions, Inc.
Jun 14, 2012 14:15:00 (ET)
DALLAS, June 14, 2012 /PRNewswire via COMTEX/ -- Securities lawyers at Goldfarb LLP announce an investigation into alleged violations of shareholder protection laws by officers and directors of Kenneth Cole Productions, Inc. (KCP, Trade ) in connection with a buyout for $15.25 per share to an entity formed by Chairman and CCO, Kenneth Cole. Concerned KCP investors are encouraged to contact attorney Hamilton Lindley at 877-583-2855 or hlindley@goldfarbllp.com about their rights and remedies.
"The deal represents a15%premium to the pre-offer closing price of $13.07 and analysts have a high target price of $17 per share," said Hamilton Lindley. "Mr. Cole holds about 47% of the company's shares, and about 89%of its voting power. We will ascertain whether the company has been adequately and fairly shopped and that shareholder interests are protected in terms of price and information."
Goldfarb LLP lawyers have significant experience representing shareholders and whistleblowers in securities lawsuits nationwide. KCP stockholders - or anyone with knowledge about this acquisition - should contact lawyer Hamilton Lindley at hlindley@goldfarbllp.com or 877-583-2855 with questions or concerns.
Hamilton Lindley Goldfarb LLP 2501 N. Harwood, Ste. 1801 Dallas, TX 75201 (877) 583-2855 Toll Free Telephone (214) 583-2233 Local Phone Number (214) 583-2234 Fax Number www.goldfarbllp.com
SOURCE Goldfarb LLP
starbuxsux
13 years ago
Kenneth Cole Retains Adviser To Evaluate Buyout Offer
Mar 6, 2012 13:16:09 (ET)
DOW JONES NEWSWIRES
Kenneth Cole Productions Inc. (KCP) said a special committee of independent directors has retained Bank of America Corp.'s (BAC) Merrill Lynch as an adviser to help the apparel maker evaluate a buyout offer from the company's founder.
Two weeks ago, Kenneth Cole offered to buy out his namesake company, in a deal that valued the company at about $280 million and raised the thorny issues that come up when insiders bid on their own companies.
Cole, who already owns about 47% of Kenneth Cole Productions Inc. and controls 89% of its voting power, is offering $15 a share for the remaining stock in the company. Cole has said private ownership was in the company's best interest in light of recent market challenges and a competitive retail landscape.
The special committee, which was formed by the company's board, sent a letter to Cole last week requesting that he reconsider his position that he is unwilling to consider any alternative proposals. Cole responded in a letter on Friday that he did not plant to change his stance, the company said.
Last week, Kenneth Cole Productions reported it swung to a fourth-quarter profit on strength in the fashion company's wholesale operations and reduced expenses following the closure of unproductive retail stores.
Shares were down 6 cents at $15.75 in recent trading. The stock is up 49% so far this year.
-By Nathalie Tadena, Dow Jones Newswires; 212-416-3287; nathalie.tadena@dowjones.com
(END) Dow Jones Newswires
March 06, 2012 13:16 ET (18:16 GMT)
starbuxsux
13 years ago
Kenneth Cole Productions, Inc. Special Committee Announces Retention of BofA Merrill Lynch as Financial Adviser
Mar 6, 2012 12:56:00 (ET)
NEW YORK, March 6, 2012 /PRNewswire via COMTEX/ -- As previously announced, on February 23, 2012, Kenneth Cole Productions, Inc. (KCP, Trade ) (the "Company") received a non-binding proposal from Kenneth Cole, Chairman and Chief Creative Officer of the Company and the holder of approximately 47% of the Company's outstanding common stock (representing approximately 89% of the voting power), to acquire all of the outstanding shares of the Company's Class A common stock that he does not currently directly or indirectly own for $15.00 per share in cash. In response, the special committee of independent directors established by the Company's board of directors delivered a letter to Mr. Cole requesting that he reconsider his position that he is unwilling to consider any alternative proposals. On March 2, 2012, Mr. Cole responded by letter that he did not intend to change his position.
On March 1, 2012, the special committee retained BofA Merrill Lynch as its independent financial adviser to assist it in evaluating and determining the Company's response to Mr. Cole's proposal and, if the special committee deems it appropriate, to assist it in considering any alternative transactions.
The special committee cautions the Company's shareholders and others considering trading in its securities that no decision has been made with respect to the special committee's response to the proposal. There can be no assurance that any definitive offer will be received, that any agreement will be executed or that the transaction contemplated in the proposal or any other transaction will be approved or consummated. The Company does not anticipate making any further public statements about this matter or the activities of the special committee unless and until either it enters into a definitive agreement for a transaction or the special committee determines that no such transaction will be effected.
About Kenneth Cole Productions, Inc.
Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York; Kenneth Cole Reaction; and Unlisted, as well as footwear under the proprietary trademark Gentle Souls. The Company has also granted a wide variety of third party licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories. The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at http://www.kennethcole.com/ .
Forward Looking Statement Disclosure
The statements contained in this release that are not historical facts may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results might differ materially from those projected in such statements due to a number of risks and uncertainties, including but not limited to those mentioned above, demand and competition for the Company's products, the ability to enter into new product license agreements or to renew or replace existing product licensee agreements, changes in consumer preferences or fashion trends, delays in anticipated store openings, and changes in the Company's relationships with retailers, licensees, vendors and other resources. The forward looking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports and registration statements filed with the Securities and Exchange Commission, including without limitation the risk factors described in Item 1A of the Company's most recent annual report on Form 10-K filed on March 7, 2011.
SOURCE Kenneth Cole Productions, Inc.
starbuxsux
13 years ago
Finkelstein Thompson LLP Announces Investigation of Kenneth Cole Productions, Inc.
Feb 28, 2012 16:15:02 (ET)
WASHINGTON, Feb 28, 2012 (BUSINESS WIRE) -- Finkelstein Thompson LLP is investigating potential claims on behalf of shareholders of Kenneth Cole Productions, Inc. ("Cole" or "the Company") (KCP, Trade ), concerninga recent going-private offer by Kenneth Cole, the Company's founder, Chairman, and largest shareholder. Under the terms of the transaction, Cole shareholders would receive $15.00 per share in a deal worth approximately $144 million, excluding shares already held by Mr. Cole.
Cole shares have performed extremely well in recent months, rising almost $3.00 between December 29and February 23, an increase of over 27%. The deal represents only about a 15% premium to the pre-offer closing price of $13.07. At least two analysts have set target prices of $16.00 to $17.00for the Company's shares.
In addition to the questionable consideration offered to shareholders, the offer raises concerns about Mr. Cole's influence on the sale process. Mr. Cole holds about 47% of the Company's shares, and about 89% of its voting power. He stated in his offer letter that he would not support any deal to sell the company to a different acquirer, which may effectively block any competing offer from receiving serious consideration.
If you are interested in discussing your rights as a Cole shareholder, or have information relating to this investigation, please contact Finkelstein Thompson's Washington, D.C. offices at (877) 337-1050 or by email at contact@finkelsteinthompson.com.
FinkelsteinThompson LLP has spent over three decades delivering outstanding representation to institutional and individual clients in financial litigation, and has been appointed as lead or co-lead counsel in dozens of shareholder class actions. Indeed, the firm has served in leadership roles in cases that have recovered over $1 billion for investors and consumers.
To learn more about Finkelstein Thompson LLP, please visit our website at www.finkelsteinthompson.com . Attorney advertising. Prior results do not guarantee similar outcomes.
SOURCE: Finkelstein Thompson LLP
Finkelstein Thompson LLP Richard M. Volin, 877-337-1050
starbuxsux
13 years ago
Statman, Harris & Eyrich, LLC Announces Investigation of Kenneth Cole Productions, Inc.
Feb 28, 2012 11:27:05 (ET)
CINCINNATI, Feb 28, 2012 (GlobeNewswire via COMTEX) -- Attorney Advertising. The law firm of Statman, Harris & Eyrich, LLC announced today that it is investigating potential direct shareholder claims and/or breach of fiduciary duties by the Board of Directors of Kenneth Cole Productions, Inc. ("Kenneth Cole" or the "Company") concerning the acquisition proposal from the Company's Chairman and CEO Kenneth D. Cole. Mr. Cole owns approximately 47% of the outstanding shares of KCP common stock, representing approximately 89% of the voting power.
Under the acquisition proposal, shareholders will receive $15.00 in cash for each share of KCP common stock. The firm's investigation centers on (i) whether the board diligently conducted an adequate sale process prior to agreeing to the proposal; (ii) whether KCP shares are undervalued in the proposed transaction; and (iii) whether the proposed transaction undervalues the Company to the detriment of its shareholders.
The investigation seeks to determine whether the price offered is below the inherent value of Kenneth Cole Production, Inc. stock. Current shareholders of KCP stock may have a claim against the Company and are encouraged to contact attorney Brian Giles at (513) 345-8181 or at classaction@statmanharris.com for further information about this investigation without any obligation or cost to you.
Statman, Harris & Eyrich, LLC, which has significant experience in class actions, has offices in Chicago, Illinois; Cincinnati, Ohio; and Dayton, Ohio. www.statmanharris.com
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Statman, Harris & Eyrich, LLC
CONTACT: Statman, Harris & Eyrich, LLC
Brian Giles, Esq.
441 Vine Street, Suite 3700
Cincinnati, Ohio 45202
Phone: (513) 345-8181
E-mail: classaction@statmanharris.com
starbuxsux
13 years ago
Kenneth Cole Productions Investor Lawsuit Against Takeover Offer Announced by Shareholders Foundation
9:38 AM ET 2/27/12 | Marketwire
The Shareholders Foundation, Inc. announces that an investor filed a lawsuit in State Court for current stockholders of Kenneth Cole Productions (KCP) in effort to stop the proposed takeover of Kenneth Cole Productions by its Chairman and Chief Creative Officer Kenneth D. Cole for $15.00 per share.
If you purchased shares of Kenneth Cole Productions (KCP) prior to Feb. 24, 2012 and currently hold those KCP stocks, you have certain options and you should contact the Shareholders Foundation, Inc. by e-mail at mail@shareholdersfoundation.com or call +1 (858) 779-1554.
On Feb. 24, 2012, Kenneth D. Cole, Chairman and Chief Creative Officer of Kenneth Cole Productions, Inc, announced that he has proposed to acquire through a merger transaction 100 percent of the outstanding publicly held shares of common stock of Kenneth Cole Productions, Inc. (KCP). The proposal values the total equity of the Company at approximately $280 million.
However, the plaintiff alleges that the $15 offer is unfair to the KCP stockholders and undervalues Kenneth Cole Productions. In fact, following the takeover proposal shares of Kenneth Cole Productions (KCP) jumped from $13.07 per share on Thursday to $15.90 on Friday, February 24, 2012 and at least one analyst has set the high target price for KCP shares at $17 per share, both above the current offer.
Furthermore, the plaintiff alleges the process is unfair to KCP stockholders.
Indeed, Mr. Cole currently owns approximately 47% of the common stock (representing approximately 89% of the voting power) of Kenneth Cole Productions.
Those who currently are investors in Kenneth Cole Productions (KCP) shares and purchased their shares before the announcement have certain options and should contact the Shareholders Foundation.
The Shareholders Foundation, Inc. is a professional portfolio legal monitoring and settlement claim filing service, which does research related to shareholder issues and informs investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. The Shareholders Foundation, Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.
CONTACT:
Shareholders Foundation, Inc.
Trevor Allen
+1 (858) 779-1554
mail@shareholdersfoundation.com
3111 Camino Del Rio North
Suite 423
San Diego, CA 92108
SOURCE: Shareholders Foundation, Inc
mailto:mail@shareholdersfoundation.com
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