HBI » Topics » The Distribution

These excerpts taken from the HBI 10-K filed Feb 19, 2008.
Distribution
 
We distribute our products for the U.S. market primarily from U.S.-based company-owned and company-operated distribution centers. As of December 29, 2007, we distributed products for the U.S. market from 26 distribution centers, 19 of which were company-owned or company-operated. International distribution operations use a combination of third-party logistics providers, as well as owned and operated distribution operations, to distribute goods to our various international markets. We are currently in the process of consolidating several of our distribution centers, and have reduced the number of distribution centers from the 48 that we maintained at the time of the spin off to 41, of which 26 are company-owned or company-operated. In this process, we approved actions to close three distribution centers during the year ended December 29, 2007.
 
Distribution


 



We distribute our products for the U.S. market primarily
from
U.S.-based
company-owned and company-operated distribution centers. As of
December 29, 2007, we distributed products for the U.S.
market from 26 distribution centers, 19 of which were
company-owned or company-operated. International distribution
operations use a combination of third-party logistics providers,
as well as owned and operated distribution operations, to
distribute goods to our various international markets. We are
currently in the process of consolidating several of our
distribution centers, and have reduced the number of
distribution centers from the 48 that we maintained at the time
of the spin off to 41, of which 26 are company-owned or
company-operated. In this process, we approved actions to close
three distribution centers during the year ended
December 29, 2007.


 




This excerpt taken from the HBI 10-K filed Sep 28, 2006.
Distribution
 
We distribute our products for the U.S. market primarily from U.S.-based company-owned and company-operated distribution centers. As of July 1, 2006, we operated 31 distribution centers and also performed direct


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ship services from selected Central America, Caribbean Basin and Mexico based operations to the U.S. markets. We recently opened our first distribution center on the West Coast, in California. International distribution operations use a combination of third-party logistics providers, as well as owned and operated distribution operations, to distribute goods to our various international markets. We are currently in the process of consolidating several of our U.S. distribution centers. In this process, we intend to centralize our distribution centers around our Winston-Salem, North Carolina base and close several of our distribution centers located around the United States.
 
This excerpt taken from the HBI 8-K filed Sep 5, 2006.

The Distribution

The master separation agreement will provide that on the distribution date (which will be determined by Sara Lee), Sara Lee will distribute all of its shares of our common stock to its stockholders of record as of the record date (which also will be determined by Sara Lee). Sara Lee will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution. The master separation agreement will provide that the distribution may be abandoned at any time, or may be accelerated or delayed, in Sara Lee’s discretion. In addition to Sara Lee’s discretion to determine not to proceed with the distribution, Sara Lee’s agreement to consummate the distribution also is subject to the satisfaction of a number of conditions, including the following:

 

    the registration statement for our common stock into which information from this information statement is incorporated by reference has been declared effective by the SEC;

 

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    any actions and filings with regard to applicable securities and blue sky laws of any state have been taken and have become effective or accepted;

 

    our common stock has been accepted for listing on the New York Stock Exchange, on official notice of distribution;

 

    there is no legal restraint or prohibition preventing the consummation of the contribution or distribution or any other transaction related to the spin off being in effect;

 

    Sara Lee’s receipt of a private letter ruling from the IRS or an opinion of counsel to the effect, among other things, that the spin off will qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Code and as part of a tax-free reorganization under Section 368(a)(1)(D) of the Code;

 

    the contribution shall have become effective in accordance with the master separation agreement and the ancillary agreements;

 

    Sara Lee’s receipt of a satisfactory solvency opinion with regards to our company from an investment banking or valuation firm; and

 

    our receipt of the proceeds of the borrowings described under “Description of Certain Indebtedness” and distribution of $2.4 billion of such proceeds to Sara Lee.

The master separation agreement will provide that we and Sara Lee will use our reasonable best efforts to consummate the distribution, including to use such efforts to file a registration statement and any subsequent amendments or supplements thereto with the SEC regarding our common stock, take such actions as may be necessary under state blue-sky laws and prepare and mail to Sara Lee stockholders such other materials as Sara Lee determines necessary or desirable and required under law. In addition, the master separation agreement will provide that prior to the distribution, we will agree to prepare, file and use our reasonable best efforts to make effective an application for listing our stock on the New York Stock Exchange.

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