-----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, IESG2N1I0Do8SH4znP1sEoeeykfysVYaClGnv74Iq+vLjzS3dyNnkG4In/fWpuZ7 NkxoFV/rwkVTNO1Qr3vK6g== 0000895345-99-000289.txt : 19990624 0000895345-99-000289.hdr.sgml : 19990624 ACCESSION NUMBER: 0000895345-99-000289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990511 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990526 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: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06666 FILM NUMBER: 99635185 BUSINESS ADDRESS: STREET 1: 1114 AVE OF THE AMERICAS STREET 2: 36TH FLOOR 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 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 MAY 11, 1999 Date of Report (Date of earliest event reported) SALANT CORPORATION (Exact name of registrant as specified in charter) DELAWARE 0-2433 13-3402444 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1114 Avenue of the Americas, New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) (212) 221-7500 (Registrant's telephone number, including area code) ITEM 2. CHANGE IN CONTROL OF REGISTRANT On May 11, 1999 (the "Effective Date"), Salant Corporation ("Salant") consummated its chapter 11 plan of reorganization (as amended, the "Plan"). On May 12, 1999, Salant issued a press release announcing the fact that the Plan had become effective. Previously, on December 29, 1998 (the "Filing Date"), Salant filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On the Filing Date, Salant also filed with the Bankruptcy Court its Plan. On April 16, 1999, the Bankruptcy Court entered an order confirming the Plan (the "Confirmation Order"). Pursuant to the Plan, as of the Effective Date, all of Salant's then existing Common Stock, $1.00 par value per share, was cancelled. Pursuant to the Plan, 10,000,000 shares of new common stock, $1.00 par value per share (the "New Common Stock"), will be issued by Salant as follows: (i) 9,500,000 shares of the New Common Stock will be distributed to the holders (the "Noteholders") of Salant's 10-1/2% Senior Secured Notes (the "Notes"), in full satisfaction of all of the outstanding principal amount, plus all accrued and unpaid interest on the Notes and (ii) 500,000 shares of the New Common Stock will be distributed to the holders of Salant's old common stock, in full satisfaction of any and all interests of such holder in Salant. Accordingly, under the Plan, as of the Effective Date, Salant's stockholders immediately prior to the Effective Date, who at that time owned 100% of the outstanding common stock of Salant, are entitled to receive, in the aggregate, 5% of the issued and outstanding shares of New Common Stock, subject to dilution, and the Noteholders are entitled to receive, in the aggregate, 95% of the issued and outstanding shares of New Common Stock, subject to dilution. Salant does not have complete information regarding the beneficial ownership of the Notes by the Noteholders. The arrangements among Salant and the Noteholders with respect to the selection of the initial directors of Salant and other matters are described in the Disclosure Statement for Chapter 11 Plan of Reorganization for Salant Corporation, dated December 29, 1998 (the "Disclosure Statement"), as amended by the First Amended Disclosure Statement for Chapter 11 Plan of Reorganization for Salant Corporation, dated February 3, 1999, filed with the Bankruptcy Court on February 3, 1999. The relative ownership of the Notes by certain of the Noteholders as of the date of the Disclosure Statement is set forth therein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to (i) the Plan, (ii) the Confirmation Order, (iii) the Disclosure Statement and (iv) the press release, dated May 12, 1999, filed as Exhibits 2.5, 99.6, 99.7 and 99.8, respectively, to this Current Report on Form 8-K, which items are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description - ------ ----------- 2.5 First Amended Chapter 11 Plan of Reorganization for Salant Corporation, dated February 3, 1999 (incorporated herein by reference to Exhibit 2.5 of Salant's Current Report on Form 8-K filed on April 30, 1999). 99.6 Order Pursuant to Section 1129 of the Bankruptcy Code Confirming the First Amended Plan of Reorganization of Salant Corporation, dated April 16, 1999 (incorporated herein by reference to Exhibit 99.3 of Salant's Current Report on Form 8-K filed on April 30, 1999). 99.7 Disclosure Statement for Chapter 11 Plan of Reorganization for Salant Corporation, dated December 29, 1998 (incorporated herein by reference to Exhibit 2.4 of Salant's Current Report on Form 8-K filed on December 29, 1998). 99.8 Press Release, dated May 12, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SALANT CORPORATION Dated: May 26, 1999 By: /s/ Todd Kahn ---------------------------- Todd Kahn, Chief Operating Officer and General Counsel EXHIBIT INDEX Exhibit Number Description - ------ ----------- 2.5 First Amended Chapter 11 Plan of Reorganization for Salant Corporation, dated February 3, 1999 (incorporated herein by reference to Exhibit 2.5 of Salant's Current Report on Form 8-K filed on April 30, 1999). 99.6 Order Pursuant to Section 1129 of the Bankruptcy Code Confirming the First Amended Plan of Reorganization of Salant Corporation, dated April 16, 1999 (incorporated herein by reference to Exhibit 99.3 of Salant's Current Report on Form 8-K filed on April 30, 1999). 99.7 Disclosure Statement for Chapter 11 Plan of Reorganization for Salant Corporation, dated December 29, 1998 (incorporated herein by reference to Exhibit 2.4 of Salant's Current Report on Form 8-K filed on December 29, 1998). 99.8 Press Release, dated May 12, 1999. EX-99.8 2 EXHIBIT 99.8 FOR IMMEDIATE RELEASE --------------------- CONTACT: Kekst and Company Wendi Kopsick James Fingeroth (212) 521-4800 SALANT CORPORATION EMERGES FROM BANKRUPTCY New York, NY, May 12, 1999 -- Salant Corporation announced today that it has successfully emerged from chapter 11 reorganization four and half months after filing for protection on December 29, 1998. Salant also announced today that it has entered into a new $85 million revolving credit facility with The CIT Group/Commercial Services, Inc., its existing working capital lender. Salant's chapter 11 plan of reorganization, which was confirmed by the Bankruptcy Court on April 19, 1999, has now become effective. Under the Plan, Salant's existing common stock will be cancelled and (i) all of the outstanding principal amount of Salant's 10-1/2% Senior Secured Notes, plus all accrued and unpaid interest thereon, will be converted into 95% of Salant's new common stock, subject to dilution; (ii) all of Salant's existing common stock will be converted into 5% of Salant's new common stock, subject to dilution; and (iii) all other claims (including, without limitation, general unsecured claims (e.g., trade claims)) will be unimpaired. Under the Plan, each $1,000 principal amount of Senior Notes (together with all accrued and unpaid interest thereon) will be exchanged for approximately 91 shares of Salant's new common stock and each share of old common stock will be exchanged for approximately .033 shares of Salant's new common stock. Michael Setola, Salant's Chairman and Chief Executive Officer, stated, "We are excited about a deleveraged Salant and its prospects for future growth and profitability in the months and years ahead." Mr. Setola further commented, "We appreciate the dedication to Salant of our lenders, trade creditors and employees. Salant's restructuring would not have been successful without their support. We look forward to a bright future with the continued support of these most valued partners in our business." - --------------------------------------------------------------------------- Statements in this press release that are not strictly historical are "FORWARD-LOOKING" statements within the meaning of the Safe Harbor provisions of the federal securities laws. Investors are cautioned that such statements are solely predictions and speak only as of the date of this release. Actual results may differ materially due to risks and uncertainties that are described in Salant's Annual Report on Form 10-K for 1998. These risks include, without limitation, competition from competitors, the seasonality of Salant's products and risks associated with Salant's foreign sourcing operations. - ---------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----