UNITED STATES
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): December 9, 2005
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Russ Berrie and Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 1-8681 22-1815337
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
111 Bauer Drive, Oakland, New Jersey 07436
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 337-9000
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(Former Name or Former Address, if Changed Since Last Report)
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 9, 2005, effective as of December 7, 2005, Amram's Distributing Ltd.
("Amram's"), an indirect wholly-owned subsidiary of Russ Berrie and Company,
Inc. (the "Company"), entered into a Purchase and Sale Agreement, with Bentall
Investment Management LP ("Bentall") as purchaser (the "Agreement"), pursuant to
which Amram's has agreed to sell its principal facility located in Brampton,
Ontario (Canada) to Bentall for an aggregate purchase price of $10,200,000
Canadian dollars, subject to customary adjustments (the "Sale"). In accordance
with the terms of the Agreement, Amram's has also agreed to enter into a
ten-year lease agreement with Bentall or its assignee regarding such facility,
at an annual net rental ranging over the term from approximately $737,498
Canadian dollars to $769,206 Canadian dollars, to be executed at the closing of
the Sale (currently estimated to occur prior to December 31, 2005). The
obligation of each party to consummate the Sale is subject to the satisfaction
of various conditions set forth in the Agreement. A copy of the Agreement is
filed as Exhibit 10.99 hereto and is incorporated in its entirety by reference
herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 10.99 - Purchase and Sale Agreement, dated as of December 7, 2005,
between Amram's Distributing Ltd. and Bentall Investment Management LP.
SIGNATURE
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: December 15, 2005 RUSS BERRIE AND COMPANY, INC.
By: /s/ Marc S. Goldfarb
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Marc S. Goldfarb
Vice President and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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10.99 Purchase and Sale Agreement, dated as of December 7, 2005, between
Amram's Distributing Ltd. and Bentall Investment Management LP.