-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, C9XN4w8F6Y17+cEstTiOx47N+HStlnjufqjYL7XuQQK2PZwwMSoQryQfof8GO1oE o41oTGXshWQhhEre0N4Sww== 0000086346-95-000005.txt : 19950608 0000086346-95-000005.hdr.sgml : 19950608 ACCESSION NUMBER: 0000086346-95-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950228 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950302 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALANT CORP CENTRAL INDEX KEY: 0000086346 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 133402444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06666 FILM NUMBER: 95518062 BUSINESS ADDRESS: STREET 1: 1114 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122217500 MAIL ADDRESS: STREET 1: 1058 CLAUSSEN RDSTE 101 CITY: AUGUSTA STATE: GA ZIP: 30907 8-K 1 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): SALANT CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-2433 13-3402444 (State or other (Commission File I.R.S. Employer jurisdiction of Number) Identification No. incorporation 1114 Avenue of the Americas, New York, New York 10036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 221-7500 ITEM 5. OTHER EVENTS. On February 28, 1995, Salant Corporation ("Salant") entered into an agreement (the "Amendment") with The CIT Group / Commercial Services, Inc. ("CIT") amending the Revolving Credit, Factoring and Security Agreement, dated September 20,1993 (the "Credit Agreement"), between Salant and CIT. The Amendment provides for, among other things (i) an increase in the aggregate limitation (the "Maximum Credit") on direct borrowings and letters of credit from $120 million to a maximum of $135 million during certain periods of 1995 (subject to an asset based formula), (ii) an increase in the rate of advance of "Eligible Inventory" (as defined in the Credit Agreement) used to calculate the asset based formula from fifty percent (50%) to sixty percent (60%) during March, April, May and June 1995 together with an increase in the "Inventory Sublimit" (as defined in the Credit Agreement) from $60,000,000 to $70,000,000 during such months, (iii) an extension of the term of the Credit Agreement by one year ending on September 20, 1996, (iv) an increase in the interest rate on direct borrowing from an annual rate of one-half of one percent in excess of the prime rate of Chemical Bank (the "Prime Rate") to one percent in excess of the Prime Rate, (v) a modification of certain financial covenants contained in the Credit Agreement, and (vi) a continuation of certain factoring services by CIT. Salant's business is seasonal in nature. As a result, Salant's working capital requirements increase significantly during the first three quarters of each year. As discussed in Salant's Quarterly Report on Form 10-Q for the period ended October 1, 1994, Salant anticipated the need to borrow funds during certain periods of 1995 in excess of the $120 million Maximum Credit limitation under the Credit Agreement, as a result of projected increased sales growth in 1995. The Amendment provides for, among other things, the borrowing capacity to support Salant's planned growth for 1995. As a result of a higher than anticipated loan balance at the end of the 1994 fiscal year, Salant's requirement to borrow funds in excess of the $120 million Maximum Credit commences one month earlier (in March 1995 rather than the second quarter of 1995), than previously expected. In addition, Salant anticipates the need to borrow funds during certain periods in 1995 in excess of the asset based formula contained in the Credit Agreement, prior to the Amendment. The increase in the rate of advance on Eligible Inventory and the increase in the Inventory Sublimit contained in the Amendment provide Salant with sufficient borrowing capacity to support its projected needs in 1995 under the asset based formula set forth in the Credit Agreement. Although not currently anticipated based on its projected requirements for 1995, if Salant needs to borrow funds in excess of the asset based formula, the Credit Agreement provides for, in the sole discretion of CIT, up to $15 million in "Seasonal Overadvance" (as defined in the Credit Agreement). There can be no assurance, however, that CIT would agree to provide Salant with funds under the Seasonal Overadvance. Pursuant to the Amendment, the Maximum Credit at the end of each month in 1995 is as follows: Month Maximum Credit (in millions) February $120 March $132 April $135 May $130 June $130 July $130 August $132 September $128 Thereafter $120 The Amendment also provides for a modification of financial covenants relating to (i) working capital, (ii) stockholders' equity, (iii) liabilities to stockholders' equity ratio, (iv) fixed charge coverage ratio and (v) maximum loss. In the absence of the Amendment, Salant (i) would not have been able to satisfy the fixed charge coverage ratio for its 1994 fiscal year and (ii) may not have been able to meet the other four covenants described above for certain periods during 1995, commencing April 1995. Based upon its analysis of its consolidated financial position, its cash flow during the past twelve months, and its cash flow anticipated from future operations, Salant believes that its cash flow, together with the funds available under the Credit Agreement, as amended, will be adequate to meet its financial requirements for the balance of 1995. There can be no assurance, however, that future developments and general economic trends will not adversely affect the Company's operations and, hence, its anticipated cash flow. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBITS Number Description 10.48 Third Amendment to Credit Agreement, dated February 28, 1995, to the Revolving Credit, Factoring and Security Agreement, dated September 20, 1993, as amended, between The CIT Group/Commercial Services, Inc. and Salant Corporation. 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 thereunto duly authorized. SALANT CORPORATION Date: March 2, 1995 /s/Nicholas P. DiPaolo Nicholas P. DiPaolo Chairman, President and Chief Executive Officer EX-1 2 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 28, 1995 (this "Amendment"), to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended by letter agreement Re: Amendment to Credit Agreement with respect to the Mississippi Property, dated June 14, 1994 (the "First Amendment") and by letter agreement Re: Amendment to Credit Agreement with respect to Additional Guarantors, dated August 24, 1994 (the "Second Amendment") (as so amended, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), between THE CIT GROUP/COMMERCIAL SERVICES, INC. ("Lender") and SALANT CORPORATION ("Borrower"). W I T N E S S E T H : WHEREAS, Lender and Borrower are parties to the Credit Agreement; WHEREAS, Borrower has requested Lender to amend the Credit Agreement to increase the Maximum Credit and the Revolving Loan Limit as defined therein and extend the Renewal Date as defined therein; and WHEREAS, Lender is willing to make such amendments to the Credit Agreement upon the terms and subject to the conditions set forth in this Amendment; NOW, THEREFORE, ln consideration of the premises, the parties hereto hereby agree, effective as of the Effective Date, as defined below, as follows: 1. Defined Terms. Initially capitalized terms used and not otherwise defined herein shall have their respective meanings as defined in the Credit Agreement. 2. Amendment of Section 1.8. The entire text of Section 1.8 of the Credit Agreement beginning with the phrase "Average Maturity Date" is deleted in its entirety and the phrase "Intentionally Deleted" is substituted therefor. 3. Amendment of Section 1.35. Section 1.35 of the Credit Agreement is amended ln its entirety to read as follows: "1.35 'Factored Accounts' shall mean Accounts of all divisions of Borrower currently factored by Lender, including, but not limited to, Borrower's Perry Ellis division, Salant Accessories division, Vera Scarves division, Made in the Shade/West Dallas division, and Fashion Shirt Group division, but excluding all such Accounts (i) of Borrower's Manhattan Factory Outlet Stores division, (ii) arising from sales to any Subsidiary, division or Affiliate of Borrower (other than an Apollo Affiliate), or (iii) which Borrower ceases to factor with Lender pursuant to the terms of this Agreement." 4. Amendment of Section 1.47. Section l.47 of the Credit Agreement is amended in its entirety to read as follows: "1.47 'Interest Rate' shall mean a rate of one percent (1%) per annum in excess of the Prime Rate (as defined herein) or, upon and after declaration by Lender of any Event of Default (so long as such Event of Default is continuing and unwaived) or upon termination or non-renewal hereof, a rate of two percent (2%) per annum in excess of the Prime Rate." 5. Amendment of Section 1.58. The entire text of Section 1.58 of the Credit Agreement beginning with the phrase "Net Proceeds" is deleted in its entirety and the phrase "Intentionally Deleted" is substituted therefor. 6. Amendment of Section 1.74. Section l.74 of the Credit Agreement is amended in its entirety to read as follows: "1.74 Revolving Loan Limit shall mean the dollar amount in effect from time to time under the Maximum Credit." 7. Amendment of Section 3.1(a)(i). Section 3.1(a)(i) of the Credit Agreement is amended in its entirety to read as follows: "(i) Eighty-five percent (85%) of the amount of Net Sales in respect of Factored Accounts prior to the collection thereof, plus" 8. Amendment of Section 3.1(a)(iii). Section 3.1(a)(iii) of the Credit Agreement is amended in its entirety to read as follows: "(iii) Fifty percent (50%) of the value of Eligible Inventory, provided, however, that solely for, and at all times during the months of March, April, May and June of 1995, such advance rate shall be sixty percent (60%) of the value of Eligible Inventory" 9. Amendment of Section 3.1(c). Section 3.1(c) of the Credit Agreement is amended in its entirety to read as follows: "(c) Notwithstanding anything to the contrary contained herein or in any of the other Financing Agreements, except in Lender's discretion, the aggregate unpaid principal amount of Revolving Loans outstanding at any time based on the value of all Eligible Inventory shall not exceed $60,000,000 (the "Inventory Sublimit"), provided, however, that solely for, and at all times during the months of March, April, May and June of 1995, the Inventory Sublimit may equal but shall not exceed $70,000,000. On or before July 10, 1995, Borrower shall pay in full to Lender that portion of the Revolving Loans which is equal to the difference (such amount, the "Inventory Overadvance") between: (i) the aggregate amount of Revolving Loans then outstanding with respect to Eligible Inventory, and (ii) the lesser of: (A) the maximum amount of Revolving Loans with respect to Eligible Inventory to which Borrower is entitled on July 1, 1995, based on an advance rate of fifty percent (50%) of the value of Eligible Inventory, and (B) the Inventory Sublimit as in effect on July 1, 1995. Borrower's failure to pay the Inventory Overadvance in full on or before July 10, 1995, shall constitute an Event of Default under Section 8.1(a) of this Agreement." 10. Amendment of Section 3.3. Section 3.3 of the Credit Agreement is amended in its entirety to read as follows: "3.3 Maximum Credit The aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations at any time outstanding (the "Maximum Credit") shall not exceed $120,000,000, provided, however, that solely for, and at all times during the months of March, April, May, June, July, August and September of 1995, such outstanding amount shall not exceed the amount set forth below opposite each such month, and provided further, however, that during the first twenty (20) days of each month, the Maximum Credit may equal but shall not exceed the higher of (i) the Maximum Credit on the last day of the immediately preceding month or (ii) the amount set forth below opposite such month: Month Amount March $132,000,000 April $135,000,000 May $130,000,000 June $130,000,000 July $130,000,000 August $132,000,000 September $128,000,000 Notwithstanding anything to the contrary contained herein, the Maximum Credit as of October 21, 1995 and thereafter shall not exceed $120,000,000." 11. Amendment of Section 3.6(d). (a) The last sentence of Section 3.6 (d) of the Credit Agreement is deleted and the following is substituted therefor: "Net Sales factored with Lender each month shall be posted to Borrower's account as of the date Lender receives confirmatory assignment schedules. All checks and other amounts received by Lender in respect of Factored Accounts in the form of remittances which are not immediately available will be credited to Borrower's account three (3) business days after such remittances have been received." (b) The following shall be added at the end of Section 3.6 (d) of the Credit Agreement as amended by clause (a) of this paragraph 11: "The Net Sale amount of any Factored Account shipped at Lender's Credit Risk, which remains unpaid due solely to Credit Risk, will be credited to Borrower's account: (i) as of the date of the Factored Account's longest maturity, if such customer: makes an assignment for the benefit of creditors; files or has filed against it a petition under any bankruptcy or insolvency act; calls a meeting of its creditors; institutes any proceeding to compromise or adjust its debts; or if any proceeding is instituted by or against such customer for relief under any state or federal bankruptcy or insolvency law; or if a receiver or trustee is appointed for the customer; or (ii) if requested by Borrower and if agreed to by Lender in the exercise of its discretion, as of the 90th day following the Factored Account's maturity date, if such Factored Account remains unpaid as of said date without the happening of any of the events specified in clause (i) hereinabove. Should it subsequently be determined that any such Factored Account credited to Borrower's account pursuant to this Section 3.6(d) remained unpaid due to any reason other than Credit Risk, Lender shall have the right to reverse the credit, and debit Borrower's account accordingly." 12. Amendment of Section 3.6(i). The entire text of Section 3.6(i) of the Credit Agreement is deleted in its entirety and the phrase "Intentionally Deleted" is substituted therefor. 13. Amendment of Section 3.6(k). The first sentence of Section 3.6(k) of the Credit Agreement is amended in its entirety to read as follows: "After the Renewal Date, Borrower shall have the right to cease factoring the Accounts of any of its divisions or other operating units upon not less than sixty (60) days prior written notice to Lender, provided, however, that all Accounts shall at all times constitute security for all Obligations." 14. Amendment of Section 7.18. Section 7.18 of the Credit Agreement is amended in its entirety to read as follows: "7.18 Working Capital Borrower shall not at the end of any fiscal month permit its consolidated working capital to be less than $8O,OOO,OOO during the period from the Consummation Date through the day before the last day of its 1993 fiscal year, $85,000,000 from the last day of its 1993 fiscal year through the day before the last day of its 1995 fiscal year, and $95,000,000 thereafter." 15. Amendment of Section 7.19. Section 7.19 of the Credit Agreement is amended in its entirety to read as follows: "7.19 Stockholders' Equity Borrower shall not permit its consolidated stockholders' equity to be less than $55,000,000 during the period from the Consummation Date through the day before the last day of its 1993 fiscal year, $60,000,000 through the period from the last day of its 1993 fiscal year through the day before the last day of its 1994 fiscal year, $65,000,000 through the period from the last day of its 1994 fiscal year through the day before the last day of its 1995 fiscal year, and $75,000,000 thereafter." 16. Amendment of Section 7.20. Section 7.20 of the Credit Agreement is amended in its entirety to read as follows: "7.20 Total Liabilities to Stockholders' Equity Ratio Borrower shall not permit the ratio of the aggregate amount of its consolidated total liabilities to the aggregate amount of its consolidated stockholders' equity to exceed 3.25:1.00 at the end of its 1993 fiscal year and 3.00:1.00 at the end of each fiscal year thereafter." 17. Amendment of Section 7.21. Section 7.21 of the Credit Agreement is amended ln its entirety to read as follows: "7.21 Fixed Charge Coverage Ratio Borrower shall not permit the ratio of (a) the sum of (i) the consolidated net income (including royalty income) from continuing operations (excluding any unusual or non-recurring items of income or expense) before interest and taxes of Borrower and its Subsidiaries during any computation period and (ii) the consolidated depreciation and amortization expenses of Borrower and its Subsidiaries for such computation period to (b) the sum of (I) the consolidated interest expense (including all imputed interest on capital lease obligations) of Borrower and its Subsidiaries and (II) the aggregate amount of all scheduled repayments of Indebtedness (other than the Obligations) by Borrower and its Subsidiaries during the computation period, to be less than 1.5:1.0 for its 1993, 1994 and 1995 fiscal years, and 2.0:1.0 for each fiscal year thereafter." 18. Amendment of Section 7.22. The following shall be added at the end of Section 7.22 of the Credit Agreement: "Notwithstanding anything to the contrary contained herein, any write-off for goodwill in the Borrower's 1994 fiscal year shall not be included for purposes of calculating net loss under this Section 7.22." 19. Amendment of Section 10.1(a). Section 10.1(a) of the Credit Agreement is amended in its entirety to read as follows: "10.1 Term (a) This Agreement and the other Financing Agreements shall become effective as of the date hereof and shall continue in full force and effect for a term ending on September 30, 1996 (the "Renewal Date") and from year to year thereafter, unless sooner terminated pursuant to the terms hereof." 20. Representations and Warranties. Borrower hereby represents and warrants to Lender that the representations and warranties set forth in Section 6 of the Credit Agreement are true on and as of the date hereof as if made on and as of the date hereof after giving effect to this Amendment, except to the extent any such representation or warranty expressly relates to a prior date, and breach of any of the representations and warranties made in this paragraph shall constitute an Event of Default under Section 8.1(b) or 8.1(c) of the Credit Agreement, as applicable. Borrower further represents and warrants that, after giving effect to this Amendment, no Event of Default or event which, with the lapse of time or the giving of notice or both, would become an Event of Default has occurred and is continuing. 21. Effectiveness. This Amendment shall become effective on the date (the "Effective Date") Lender shall have received each of the following: a. Counterparts of this Amendment, duly executed and delivered by Borrower and Lender. b. A copy of resolutions, in form and substance satisfactory to Lender, of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment and the borrowings contemplated hereunder, certified by the Secretary or Assistant Secretary of Borrower as of the date hereof, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded, shall certify the names and true signatures of Borrower's officers authorized to execute this Amendment and any other documents to be delivered by Borrower hereunder and further certify that the Amended and Restated Certificate of Incorporation has not been altered since September 20, 1993 and that attached to such certificate is a complete and correct copy of the by- laws of Borrower as in effect on the date hereof. c. A duly executed copy of the Consent of Guarantors substantially in the form of Exhibit A hereto. d. Certificates of good standing from the Secretaries of State of the Borrower's State of Incorporation, Alabama, Arkansas, Georgia, Michigan, New York, South Carolina, Tennessee and Texas, each such certificate to be dated a date not more than thirty (30) days prior to the date hereof. e. An opinion of in-house counsel to Borrower, in form and substance satisfactory to Lender and its counsel, as to the due authorization, execution, delivery and enforceability of this Amendment and such other matters, as Lender may reasonably request. f. Such other documents as Lender may reasonably request. 22. Continuing Effect of Credit Agreement. This Amendment shall not constitute a waiver or amendment of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as a consent to any further or future action on the part of Borrower that would require consent of Lender. Except as expressly amended, the provisions of the Credit Agreement are and shall remain in full force and effect. 23. Counterparts. This Amendment may be executed in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 24. Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered in New York, New York by their proper and duly authorized officers as of the day and year first above written, THE CIT CROUP/COMMERCIAL SERVICES, INC. By:/s/Richard Romer Title:Executive Vice-President SALANT CORPORATION By:/s/ Nicholas P. DiPaolo Title: Chairman, President and Chief Executive Officer EXHIBIT A CONSENT OF GUARANTORS Each of the undersigned, Clantexport, Inc., Denton Mills, Inc., Frost Bros. Enterprises, Inc., SLT Sourcing, Inc. (formerly named, Sea Isle Sportswear, Inc.), Vera Licensing, Inc., Salant Canada Inc. and J.J. Farmer Clothing Inc., each a Guarantor under its respective Guarantee, each dated as of September 20, 1993 (individually, its "Guarantee"), made in favor of The CIT Group/Commercial Services, Inc. ("Lender"), pursuant to the Credit Agreement as defined in the Third Amendment to Credit Agreement, dated as of February 28, 1995 between Lender and Salant Corporation (the "Amendment"), to which this Consent is attached, hereby consents to the Amendment and the matters contemplated thereby, and hereby confirms and agrees that its Guarantee is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, on and after the effective date of the Amendment, each reference in its Guarantee to "the Credit Agreement" "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by the Amendment. IN WITNESS WHEREOF, each of the undersigned has caused this Consent of Guarantors to be duly executed and delivered by its authorized officer this 28 day of February, 1995. CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC. By:________________ By:___________________ Title:_____________ Title:________________ DENTON MILLS, INC. SLT SOURCING, INC. By:________________ By:___________________ Title:_____________ Title:________________ VERA LICENSING, INC. SALANT CANADA INC. By:________________ By:___________________ Title:_____________ Title:________________ J.J. FARMER CLOTHING INC. By:___________________ Title:________________ -----END PRIVACY-ENHANCED MESSAGE-----