-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1iSU7/QftzQnN/RWISgfU8HoMQMATJ58uocJ1DraCtQaST/B3HA/79jivLNsUDn Zjd3QdaIABufVxZyeoq8jQ== 0000890566-97-000532.txt : 20040401 0000890566-97-000532.hdr.sgml : 20040401 19970326145100 ACCESSION NUMBER: 0000890566-97-000532 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970326 DATE AS OF CHANGE: 19970609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAZOS SPORTSWEAR INC /DE/ CENTRAL INDEX KEY: 0000856711 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 911770931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50697 FILM NUMBER: 97563584 BUSINESS ADDRESS: STREET 1: 3860 VIRGINIA AVENUE CITY: CINCINNATI STATE: OH ZIP: 45227 BUSINESS PHONE: 5137111190 MAIL ADDRESS: STREET 1: 3860 VIRGINIA AVENUE CITY: CINCINNATI STATE: OH ZIP: 45227 FORMER COMPANY: FORMER CONFORMED NAME: SUN SPORTSWEAR INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR J FORD CENTRAL INDEX KEY: 0001036350 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3860 VIRGINIA AVENUE CITY: CINNANTI STATE: OH ZIP: 45227 BUSINESS PHONE: 5132723600 MAIL ADDRESS: STREET 1: 3860 VIRGINIA AVENUE CITY: CINCINNATI STATE: OH ZIP: 45227 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* Brazos Sportswear, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 106233109 (CUSIP Number) J. Ford Taylor 3860 Virginia Avenue Cincinnati, Ohio 45227 (513) 272-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 106233109 PAGE 2 OF 5 PAGES - - ----------------------------- ----------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Ford Taylor 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] (b)[X] 3 SEC USE ONLY 4 SOURCE OF FUNDS * OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 115,768 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 108,935 9 SOLE DISPOSITIVE POWER 115,768 10 SHARED DISPOSITIVE POWER 108,935 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,703 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% TYPE OF REPORTING PERSON * 14 IN Page 3 of 5 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement is filed with respect to shares of common stock, par value $.001 per share (the "Common Stock"), of Brazos Sportswear, Inc. (the "Issuer"). The address of the Issuer's principal executive offices is 3860 Virginia Avenue, Cincinnati, Ohio 45227. ITEM 2. IDENTITY AND BACKGROUND. J. Ford Taylor is an individual whose business address is 3860 Virginia Avenue, Cincinnati, Ohio 45227. Mr. Taylor is president and chief executive officer of the Issuer and is a United States citizen. He has not, during the past five years, been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation which respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 14, 1997, Sun Sportswear, Inc. ("Sun") (now known as Brazos Sportswear, Inc.) and BSI Holdings, Inc. ("BSI") consummated a merger ("Merger") pursuant to which, among other things, (i) BSI was merged with and into Sun, with Sun as the surviving corporation (ii) the former holders of BSI capital stock became holders of Sun capital stock, and (iii) BSI directors and officers became the directors and officers of Sun, the surviving corporation. In addition, as contemplated under the Merger, Sun thereafter on the same day, reincorporated in Delaware pursuant to a merger transaction with its then wholly-owned subsidiary Brazos Sportswear, Inc. (the " Reincorporation") pursuant to which, among other things, (i) the holders of Sun capital stock (after giving effect to the above Merger) became holders of Brazos Sportswear, Inc. capital stock and (ii) the directors and officers of Sun immediately preceding the Reincorporation (i.e., the former BSI directors and officers) became the directors and officers of Brazos Sportswear, Inc., the surviving corporation and Issuer referred to in this Schedule 13D. As a result of the Merger and Reincorporation, (i) Mr. Taylor, together with his wife, assumed their present positions with the Issuer, (ii) their previous equity ownership in BSI was converted into 99,094 shares of Common Stock, 195,999 shares of Series B-1 Preferred Stock, 77,368 shares of Series B-2 Preferred Stock and 50,000 shares of Series B-3 Preferred Stock (collectively the "Preferred Stock"), which Preferred Stock is convertible into Common Stock at any time by the holder at a conversion ratio of approximately .0909 per share, subject to certain adjustments and (iii) his BSI options and warrants were converted into options and warrants to purchase 127,301 shares (89,389 shares of which are exercisable within sixty days of the date of this Schedule) and 6,824 shares of Issuer Common Stock, respectively. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Taylor acquired the Shares with a view to holding a substantial ownership interest in the Issuer. Although Mr. Taylor does not have any specific plans or proposals regarding the Issuer in his capacity as a shareholder, he will continue to evaluate all alternatives with respect to the Shares. Page 4 of 5 Except as stated above, Mr. Taylor does not have any plans or proposals of the type referred to in clause (a) through (j) of Item 4 of Schedule 13D, although he reserves the right to do so in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Taylor is the beneficial owner of 224,703 shares of the Common Stock (the "Shares") which represent 5.1% of the Issuer's Common Stock. The Shares include (i) 26,379 shares of Common Stock directly held and 72,715 shares held jointly with Mr. Taylor's wife, Sandra Taylor, (ii) 29,396 shares of Common Stock issuable upon conversion of the Preferred Stock at a current conversion ratio of approximately .0909 per share (subject to adjustment), and which preferred shares are held jointly by Mr. and Mrs. Taylor, (iii) 96,213 shares of Common Stock issuable upon exercise of options and warrants at exercise prices ranging from $1.98 to $6.59 and which expire at various dates in 2006 through 2007. Mr. Taylor has or will have sole voting and dispositive power for 115,768 of the Shares, and Mr. and Mrs. Taylor share or will share voting and dispositive power for 108,935 of the Shares. Mrs. Taylor is an individual who resides in College Station, Texas. Mrs. Taylor is a housewife and is a United States citizen. Mrs. Taylor has not, during the past five years, been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of , or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation which respect to such laws. On or about March 13, 1997, Mr. and Mrs. Taylor exchanged 77,368 shares of Series A Preferred Stock of Brazos, Inc. for the same number of shares of Series B-2 Preferred Stock of BSI pursuant to the terms of a Stock Exchange Agreement among BSI and the holders of the Series A Preferred Stock of Brazos, Inc. In addition, in accordance with the terms of a Preferred Stock and Warrant Purchase Agreement, immediately preceding the closing of the Merger, Mr. and Mrs. Taylor acquired 50,000 shares of Series B-3 Preferred Stock of BSI, together with warrants to purchase an additional 900 shares of BSI Common Stock at $50 per share, for an aggregate purchase price of $50,000. Pursuant to the terms of the Merger and Reincorporation described in Item 3 above, such shares of BSI Series B-2 and B-3 Preferred Stock and the BSI warrant were converted into shares of the Issuer's Preferred Stock of a comparable series and a warrant to purchase the Issuer's Common Stock, with such adjustments necessary to give effect to the relevant conversion ratios set forth in those transactions. For information concerning the Merger and Reincorporation, see Item 3 above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Each of Mr. Taylor and Mr. and Mrs. Taylor, jointly, entered into a Lock-Up Agreement dated March 14, 1997, with the Issuer, pursuant to which, among other things, Mr. and Mrs. Taylor have agreed not to sell or otherwise dispose of their Shares for a period of 180 days, which restriction expires on or about September 10, 1997. A copy of the agreements have been filed as exhibits pursuant to Item 7 below. Page 5 of 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A - Lock-Up Agreement dated March 14, 1997, between J. Ford Taylor and the Issuer. B - Lock-Up Agreement dated March 14, 1997, among J. Ford Taylor, Sandra Taylor and the Issuer. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 21, 1997 /s/ J. FORD TAYLOR J. Ford Taylor EXHIBIT A LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into by and between the undersigned and Brazos Sportswear, Inc., a Delaware corporation ("BRAZOS"). WHEREAS, the undersigned is the record and beneficial owner of shares of the issued and outstanding common stock and/or preferred stock of Brazos or has the right to receive shares of such stock upon exercise of outstanding warrants or options; WHEREAS, Sun Sportswear, Inc. ("SUN") and BSI Holdings, Inc., a Delaware corporation ("BSI"), have consummated that certain Plan and Agreement of Merger, dated as of November 13, 1996, as amended by the First Amendment to Plan and Agreement of Merger, dated as of December 13, 1996, which provided for the merger of BSI with and into Sun; and WHEREAS, as of the date hereof, Sun has merged with and into Brazos. NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purposes stated in this Agreement, the undersigned hereby agrees as follows: 1. The undersigned will not, at any time during the 180-day period commencing immediately after the date hereof, offer, sell, contract to sell, grant an option to purchase or otherwise dispose of any shares of Brazos common stock, $.001 par value, or Brazos preferred stock, $.001 par value, held by the undersigned on the date hereof or which the undersigned may acquire on the date hereof upon conversion of any securities or upon exercise of any warrants or options (collectively, the "BRAZOS STOCK"); PROVIDED, HOWEVER, that the foregoing restriction shall not apply to any disposition effected: (a) by operation of law; PROVIDED, HOWEVER, that the transferee agrees to be bound by the provisions of this Agreement; (b) pursuant to a tender offer or exchange offer made by, or any other transaction resulting in more than 50% of the capital stock of Brazos being owned by, any person or entity or any group (as defined in Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder); (c) by virtue of any statutory merger or consolidation in which Brazos is a constituent corporation, or pursuant to an exercise of dissenters' rights applicable to any statutory merger or consolidation in which Brazos is a constituent corporation; or (d) after Brazos (i) voluntarily commences any proceeding or files any petition under any bankruptcy, insolvency or similar law seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its 1 property, assets or business or to effect a plan or other arrangement with its creditors, (ii) fails to have an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding dismissed within 45 days of such filing or if Brazos admits the material allegations thereof within such period, or (iii) is adjudicated bankrupt or makes a general assignment for the benefit of its creditors or consents to, or acquiesces in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business. 2. This Agreement is being entered into by the undersigned for the sole and exclusive benefit of Brazos and none of the provisions of this Agreement shall be for the benefit of, or confer any rights or remedies upon, any other person or entity. 3. This Agreement shall extend to, and be binding upon, each party's respective successors and assigns. 4. No provision of this Agreement shall be interpreted or construed against the undersigned or Brazos solely because the undersigned, Brazos, or their respective counsel drafted such provision. 5. Anything herein to the contrary notwithstanding, no officer, director, partner, shareholder or employee of the undersigned shall have any personal liability (whether at law or in equity) for any breach of the Agreement, it being specifically understood and agreed that recourse for any breach of this Agreement shall be limited solely to the assets of the undersigned. 6. This Agreement may not be revoked, rescinded, terminated or amended in any respect without the prior written consent of Brazos and the undersigned. 7. The undersigned hereby represents and warrants to Brazos that it has full power and authority to execute and deliver this Agreement and that, upon the request of Brazos, the undersigned will execute and deliver to Brazos any additional documents which such requesting party reasonably deems necessary or desirable in connection with the enforcement hereof. IN WITNESS WHEREOF, the undersigned and Brazos have each executed this Agreement as of the date set forth below. Dated: March 14, 1997 /s/ J. FORD TAYLOR J. Ford Taylor 2 AGREED AND ACCEPTED: Brazos Sportswear, Inc., a Delaware corporation By: /s/ F. CLAYTON CHAMBERS Name: F. Clayton Chambers Title: Chief Financial Officer 3 EXHIBIT B LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into by and between the undersigned and Brazos Sportswear, Inc., a Delaware corporation ("BRAZOS"). WHEREAS, the undersigned is the record and beneficial owner of shares of the issued and outstanding common stock and/or preferred stock of Brazos or has the right to receive shares of such stock upon exercise of outstanding warrants or options; WHEREAS, Sun Sportswear, Inc. ("SUN") and BSI Holdings, Inc., a Delaware corporation ("BSI"), have consummated that certain Plan and Agreement of Merger, dated as of November 13, 1996, as amended by the First Amendment to Plan and Agreement of Merger, dated as of December 13, 1996, which provided for the merger of BSI with and into Sun; and WHEREAS, as of the date hereof, Sun has merged with and into Brazos. NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purposes stated in this Agreement, the undersigned hereby agrees as follows: 1. The undersigned will not, at any time during the 180-day period commencing immediately after the date hereof, offer, sell, contract to sell, grant an option to purchase or otherwise dispose of any shares of Brazos common stock, $.001 par value, or Brazos preferred stock, $.001 par value, held by the undersigned on the date hereof or which the undersigned may acquire on the date hereof upon conversion of any securities or upon exercise of any warrants or options (collectively, the "BRAZOS STOCK"); PROVIDED, HOWEVER, that the foregoing restriction shall not apply to any disposition effected: (a) by operation of law; PROVIDED, HOWEVER, that the transferee agrees to be bound by the provisions of this Agreement; (b) pursuant to a tender offer or exchange offer made by, or any other transaction resulting in more than 50% of the capital stock of Brazos being owned by, any person or entity or any group (as defined in Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder); (c) by virtue of any statutory merger or consolidation in which Brazos is a constituent corporation, or pursuant to an exercise of dissenters' rights applicable to any statutory merger or consolidation in which Brazos is a constituent corporation; or (d) after Brazos (i) voluntarily commences any proceeding or files any petition under any bankruptcy, insolvency or similar law seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its 1 property, assets or business or to effect a plan or other arrangement with its creditors, (ii) fails to have an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding dismissed within 45 days of such filing or if Brazos admits the material allegations thereof within such period, or (iii) is adjudicated bankrupt or makes a general assignment for the benefit of its creditors or consents to, or acquiesces in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business. 2. This Agreement is being entered into by the undersigned for the sole and exclusive benefit of Brazos and none of the provisions of this Agreement shall be for the benefit of, or confer any rights or remedies upon, any other person or entity. 3. This Agreement shall extend to, and be binding upon, each party's respective successors and assigns. 4. No provision of this Agreement shall be interpreted or construed against the undersigned or Brazos solely because the undersigned, Brazos, or their respective counsel drafted such provision. 5. Anything herein to the contrary notwithstanding, no officer, director, partner, shareholder or employee of the undersigned shall have any personal liability (whether at law or in equity) for any breach of the Agreement, it being specifically understood and agreed that recourse for any breach of this Agreement shall be limited solely to the assets of the undersigned. 6. This Agreement may not be revoked, rescinded, terminated or amended in any respect without the prior written consent of Brazos and the undersigned. 7. The undersigned hereby represents and warrants to Brazos that it has full power and authority to execute and deliver this Agreement and that, upon the request of Brazos, the undersigned will execute and deliver to Brazos any additional documents which such requesting party reasonably deems necessary or desirable in connection with the enforcement hereof. IN WITNESS WHEREOF, the undersigned and Brazos have each executed this Agreement as of the date set forth below. Dated: March 14, 1997 /s/ SANDRA TAYLOR Sandra Taylor /s/ J. FORD TAYLOR J. Ford Taylor 2 AGREED AND ACCEPTED: Brazos Sportswear, Inc., a Delaware corporation By: /s/ F. CLAYTON CHAMBERS Name: F. Clayton Chambers Title: Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----