Norm Thompson sold – Stefan Kaluzny

Norm Thompson Outfitters Inc., catalog and Web retailer, has been sold to the private equity investment firm Golden Gate Capital of San Francisco. The sale price was not disclosed.
Golden Gate’s portfolio company, Catalog Holdings Inc., completed the acquisition. With the addition of Norm Thompson’s approximately $200 million in annual revenue, Catalog Holdings revenues will now be in excess of $700 million. Catalog Holdings also owns Spiegel, Newport News, Appleseed’s, Draper’s & Damon’s and The Tog Shop.
Founded in 1949, Hillsboro-based Norm Thompson Outfitters is composed of three catalog brands that target the baby boomer population. Sahalie, once called Early Winters, targets individuals with an outdoor lifestyle. Solutions sells products for home and garden, and Norm Thompson sells apparel, footwear and gifts.
“With the addition of Norm Thompson, Solutions and Sahalie, we have significantly increased our offerings to this rapidly growing demographic,” said Stefan Kaluzny, a managing director at Golden Gate Capital.
Norm Thompson will continue to operate at its current locations in Oregon, New Hampshire and West Virginia.
Norm Thompson has recently experienced financial difficulties. The company closed its Thurman Street store in November, and has laid off at least 30 workers since last summer. It employs more than 300 workers in Oregon, and more than 500 nationwide. It is not clear whether the sale will result in additional layoffs.
The company considered selling its Solutions division last year, internal documents reveal.
Golden Gate Capital has $2.5 billion in funds under management.
rmoody@bizjournals.com | 503-219-3438

Stefan Kaluzny Zale's

Stefan Kaluzny Zale
Zale’s unveils restructuring plan to boost cash flow
Zale’s three-part recapitalization gives it a stronger future. ‘This gives us a very healthy foundation to complete our turnaround strategy,’ said chief financial officer Matt Appel.

Zale Corp. on Monday announced a three-pronged recapitalization, including a $150 million loan from a private equity firm, to help turn around the struggling jeweler beset by falling sales and cash-flow issues.
“This gives us a very healthy foundation to complete our turnaround strategy,” said Zale chief financial officer Matt Appel. The Irving-based retailer has been hurting for cash and closing stores.
San Francisco-based private equity firm Golden Gate Capital provided the $150 million loan in exchange for a 25 percent equity stake. Golden Gate’s stake will be in common shares that it can purchase later at $2 each.
Zale closed on a $650 million bank credit line to replace its previous $600 million credit facility. The lead bank was Bank of America , which partnered with General Electric Capital Corp. and Wells Fargo Retail Finance.
It also reached a five-year agreement with TD Financing Services to offer a store-brand credit card to customers of Peoples Jewellers and Mappins Jewellers in Canada starting July 1. Zale still is negotiating with Citibank to reach a similar agreement for its U.S. stores by the end of this month.
When asked about the cost of the deals, Appel said: “This is right in the strike zone and in the sweet spot of what we were expecting.”
Zale announced the restructuring after the stock market closed Monday. Zale shares rose 27 cents, or roughly 10 percent, to close at $3.
The infusion comes at a critical time for Zale. The 1,900-store chain has been losing market share and running short on cash. In January, the company replaced its chief executive and two other top executives. In February, it hired a New York investment banking firm to help it find at least $100 million.
Zale received nearly a dozen offers, CEO Theo Killion said in a conference call with analysts Monday.
With the recapitalization behind it, Zale can focus on inventory, expense and capital management, and invest in Internet sales and restructuring its retail network, Appel said in the call. He also said the company has no plans for asset sales or “significant” store closings.
“The value that Golden Gate brings to Zale is its extensive retail experience,” Appel said. “Its retail experience is well-documented with Express, J. Jill and Eddie Bauer. They’re experienced in multi-channel, Internet-based sales and retail and real estate logistics.”
Golden Gate has been on a recent spending spree in the Dallas area, investing $170 million in Dallas-based window and door maker Atrium Cos . as part of a plan to exit bankruptcy and buying On the Border Mexican Grill & Cantina from Dallas-based Brinker International Inc. It also owns a majority stake in the Romano’s Macaroni Grill chain.
Golden Gate officials didn’t return a phone call Monday.
“This is a great brand with great potential,” Stefan Kaluzny, a managing director at Golden Gate, said in a written statement. “I look forward to partnering with management and supporting the company as its turnaround plan is executed.”
Zale named Golden Gate’s Kaluzny and principal Peter Morrow to its board of directors; existing directors Thomas C. Shull and David M. Szymanski resigned. It also said chairman John B. Lowe Jr. will resign when his term expires at the end of the year.
Analysts on the conference call wanted to know more about the recapitalization’s effect on Zale’s balance sheet.
Zale will see higher interest expense on the Golden Gate loan starting in the fiscal fourth quarter, but it will not take any charges against earnings, Appel said. The loan carries a 15 percent annual interest rate.
Appel said Zale never considered bankruptcy.
“There was never any need for it. It was never on our radar screen,” he said. “Business is performing better.”
Zale posted its first quarterly profit in two years in February, helped by a tax benefit and cuts in expenses. Last year, revenue fell 17 percent to $1.78 billion, and Zale closed 187 locations.
The company is scheduled to report earnings for the quarter ended in April later this month.

By SHERYL JEAN / The Dallas Morning News sjean@dallasnews.com

Eddie Bauer - Stefan Kaluzny

Bellevue-based retailer Eddie Bauer said Tuesday it has completed its previously announced sale to San Francisco private-equity firm Golden Gate Capital, enabling it to emerge from bankruptcy protection as a new, privately held company.

Golden Gate won a bankruptcy-court auction last month with a $286 million cash bid for Eddie Bauer. As part of its purchase, it agreed to operate at least 300 of Eddie Bauer’s 370 North American stores and keep most of its employees, including management.

Tuesday, Golden Gate indicated its support for a two-year-old effort, begun by Chief Executive Officer Neil Fiske, to return Eddie Bauer to its active-outdoor roots.

“We are very pleased to acquire the Eddie Bauer operations and to partner with the existing management team in continuing to restore and rebuild this iconic brand,” Golden Gate managing director Stefan Kaluzny said in a statement.

Fiske said the company is talking with its landlords about new lease terms for all of its stores, as well as its Bellevue headquarters.

Store closures will largely depend “on what landlords are willing to do with us” over the next 90 to 120 days, Fiske said.

Eddie Bauer moved its headquarters two years ago from Redmond to downtown Bellevue, where it has a 15-year lease for 220,000 square feet at Lincoln Square.

“We’re committed to staying in the Seattle area, and we like Bellevue,” Fiske said. “Hopefully, we stay right where we are.”

Fiske said he also hopes to avoid additional layoffs. The company eliminated about 70 jobs at its headquarters early this year under a plan to cut up to $15 million from its operating cost structure, following cuts of as much as $50 million last year. It now employs about 420 full-time workers at its headquarters.

“We’ve done a lot of the restructuring,” he said. “Now, the focus is on how we strengthen and build the organization while still keeping it lean.”

Since 2003, Golden Gate has bought 20 retailers and consumer-products companies, including women’s clothiers Express and J.Jill. All told, its apparel companies have annual sales of $4 billion and 1,250 stores covering nearly 10 million square feet, Golden Gate said.

Founded in 1920 in Seattle, Eddie Bauer filed for Chapter 11 bankruptcy-court protection in June, citing a crushing debt burden, the current recession, and the lingering effects of a shift in focus from its outdoor heritage in the 1990s and early-2000s under then-owner Spiegel. In 2005, two years after catalog retailer Spiegel filed for bankruptcy, Eddie Bauer became a stand-alone, publicly traded company.

Its sale to Golden Gate allows it to emerge from bankruptcy with “a much stronger balance sheet, little or no long-term debt and a substantially lower cost structure,” the retailer said in a statement.

“We’re one of few retailers that’s gone into bankruptcy in the past two or three years and come out,” Fiske said. “And we’ve come out in record time 47 days is almost unheard of.

“Clearly, we still have challenges, but we’re in a much stronger position,” he said. “And people are excited about what the future holds.”

Source: http://www.allbusiness.com/company-activities-management/company-structures-ownership/12615933-1.html#ixzz1nWg1bUg9

SEC and Department of Justice May Probe Phone-Hacking Scandal

The phone-hacking scandal in Great Britain that has consumed the News Corp. empire built by media mogul Rupert Murdoch is reaching across the pond to the United States.  ProtectOurElections.org, a watchdog group is calling the United States Securities and Exchange Commission, Department of Justice, Federal Bureau of Investigations and every other department that will listen to investigate for civil and criminal violations.  Using the Foreign Corrupt Practices Act as precedent, they claim News Corp. bribed foreign officials, which the law strictly forbids. 

According to some people’s estimation, Murdoch’s U.S. operation, Fox TV, garners more than half of all News Corp. profits. 

Recently on Bloomberg Law with Lee Pacchia, attorney Robert Anello discussed the legal implications stemming from the phone-hacking scandal involving a British tabloid owned by Rupert Murdoch's News Corporation.

In 1969, Rupert Murdoch bought News of the World, a London based newspaper.  Murdoch is from Australia.  Things really started to pick up when Murdoch changed the format to more of a tabloid publication in 1984.  The recent allegations of News of the World actually date back to 2002 during another incident.  Rebekah Wade, CEO of News Corp. subsidiary, was involved in the first incident and working in the organization since 1989. 

It’s the opinion of this writer that Murdoch, nor News Corp., will go down for this incident.  That’s just a pipe dream of reclusive Ted Turner and the liberal garbage a washed up Hillary Clinton-hack like Wolf Blitzer would say.  The Foreign Corrupt Practices Act was enacted by then President Jimmy Carter.  The original intent was to curb the powerful influence of military contractors like Lockheed.  Most of the cases of application involve millions of dollars being “greased.”

Corporate Profile

News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of June 30, 2011 of approximately US$62 billion and total annual revenues of approximately US$33 billion. News Corporation is a diversified global media company with operations in six industry segments: cable network programming; filmed entertainment; television; direct broadcast satellite television; publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and Latin America. NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of June 30, 2011 of approximately US$62 billion and total annual revenues of approximately US$33 billion. News Corporation is a diversified global media company with operations in six industry segments: cable network programming; fil

An Indictment for Bagel Shop

In Manhattan the district attorney indicted the proprietor of H&H Bagels on tax fraud charges.  R. M. Morgenthau runs the District Attorney office and claims the owner Mr. Toro, didn’t pay a large sum of payroll tax and also withheld payments for unemployment insurance tax. 

The owner, Helmer Toro, 59, failed to pay nearly $370,000 in payroll withholdings to state and federal tax authorities, Mr. Morgenthau said. Mr. Toro also shortchanged the authorities on paying unemployment insurance tax, according to Mr. Morgenthau’s office alleges that Toro set up a dummy corporation for six years in a row to cover his tracks. 

Normally the length of a company’s existence is directly tied the UE rate, so this helped him have lighter bills for unemployment insurance tax. The charges include labor law violations, falsifying records and grand larceny.  The maximum penalty can be upwards of a $1 million in fines and 15 years in jail.

H&H has and will maintain operating as Toro pleaded guilty and he and his lawyer, Robert Anello, declined to comment.

About the District Attorney

Robert M. Morgenthau ran for Governor of New York in 1962 and lost to Nelson Rockefeller.  He has a good track record of pursuing securities fraud cases.  He has been the District Attorney of New York since 1977, running unopposed 7 times.

Notable assistants under Morgenthau include John F. Kennedy Jr., Andrew Cuomo, Supreme Court Justice Sonia Sotomayer and disgraced ex-Governor of New York Eliot Spitzer, a former talk show host on CNN for the show, In the Arena, which was cancelled after be continually 4^th in that time slot versus the other cable news outfits.  Fox News in the same time slot had over 7x’s the viewership.

About H&H Bagel

H&H Bagel was founded in 1972 by Helmer Toro and has grown to be the largest bagel manufacturing in the entire world.  From it’s original location at Broadway and 80^th Street, H& Bagels has expanded to a plant in Hell’s Kitchen, where Bagels are produced for shipping throughout the country and around the world.  H&H Bagels produces millions of bagels each year.

H&H Bagels has served numerous famous people including: former President Bill Clinton, Dustin Hoffman, Cher, Anne Meara, Jerry Stiller, Tom Hanks, Barbara Streisand, Mike Myers, Anne Landers, James Woods, John Madden, Rick Moranis, Michael J. Fox, Roy Schneider and Tony Randall.  It has also appeared on Seinfeld, SNL, LA Law, The Office and Entourage.

Recluse Left Bulk of Wealth for Art Charity and to Her Nurse

By JOHN ELIGON

Published: June 22, 2011

For the past several decades, Huguette Clark, a wealthy copper heiress, had largely been a mystery to the public. She cloistered herself in hospitals in New York, and saw only a small number of visitors. She had no children and no close relatives.

Huguette Clark in 1930. Though healthy until near her death last month, she lived for decades in a hospital, even while healthy.

Her fortune was clearly huge — including a 42-room apartment on Fifth Avenue; an oceanfront estate in Santa Barbara, Calif.; and a country manor in New Canaan, Conn. — but her net worth was not clear.

So when Mrs. Clark died last month at age 104, it naturally raised questions: How much was there to be inherited, and who would get it?

Some clarity was provided on Wednesday when a lawyer filed a will in Surrogate’s Court in Manhattan that Mrs. Clark had executed in 2005.

Mrs. Clark’s estate is worth about $400 million, and is made up of an art collection with works by Monet, Renoir, John Singer Sargent and William Merritt Chase; her real estate and financial investments; and a vast doll collection, from porcelains to Barbies, said John D. Dadakis, a lawyer at the firm Holland & Knight, who filed the will.

Mrs. Clark’s nurse and close friend, Hadassah Peri, is the individual who will benefit most. She will get Mrs. Clark’s hundreds of dolls, potentially worth millions of dollars. Ms. Peri will also receive 60 percent of the various assets, worth about $40 million, including investments and much of her real estate holdings, not specifically bequeathed in the will. Mrs. Clark’s goddaughter, Wanda Styka, will get 25 percent.

Most of Mrs. Clark’s assets will go into a foundation that will be established to promote the arts. It will be directed in part by the man who drafted the will, her New York lawyer, and her accountant, both of whom Manhattan prosecutors are investigating for how they handled Mrs. Clark’s money. The foundation, according to the will, will receive her Santa Barbara estate, most of her art collection, all of her musical instruments and her rare book collection.

The will, dated April 19, 2005, leaves $1 million to Beth Israel Medical Center, where she lived in her final years, even while in good health, and where she died; $500,000 to her assistant; and $100,000 to a physician. A 1907 original from Claude Monet’s Water Lilies series — kept from public view for more than eight decades — is given to the Corcoran Gallery of Art in Washington.

Perhaps the most notable provisions in the will are those that will leave $500,000 each to Mrs. Clark’s New York lawyer, Wallace Bock, and to her accountant, Irving H. Kamsler, and the section that states explicitly that no family members were beneficiaries because of her minimal contact with them.

The Manhattan district attorney’s office is investigating how Mr. Bock and Mr. Kamsler have handled Mrs. Clark’s money, according to a person briefed on the case who spoke on the condition of anonymity.

Mr. Bock drafted the will that was filed on Wednesday, even though professional rules generally prohibit lawyers from drafting wills in which they are beneficiaries. Exceptions can be granted, however, if the lawyer provides the surrogate’s court with facts showing that the person legitimately wanted to give him the gift, said Ira Bloom, a trusts and estates professor at Albany Law School.

Mr. Bock and Mr. Kamsler also stand to gain significant commissions because the will names them the executors of Mrs. Clark’s estate and it names them to the board of the new foundation.

Mr. Dadakis, who is representing Mr. Bock and Mr. Kamsler in the surrogate’s court proceeding, said that both men had done what Mrs. Clark had asked of them, and that she left them money because they were close to her.

“When you understand who Mrs. Clark was,” Mr. Dadakis said, “I think you clearly see that this is a lady that was very strong willed. This will speaks for that being strong willed, the way she was.”

Robert J. Anello, who represents Mr. Bock in the criminal investigation, said the will was evidence that his client had acted “consistent with her wishes and he’s done that remarkably well.”

While it is too early to tell whether anyone will object to the will, some of Mrs. Clark’s distant relatives have in the past questioned whether Mr. Bock and Mr. Kamsler acted in her best interest and said they blocked visits from the relatives