-----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, EkncwbyQS/dq1/4rVsu6SczOtABVPv/Nnfc320/VDrSEEw7wz1HtM3SqUTN91EUi uN1V/ssnCjV3m6I4gM7N2A== 0000919574-02-000661.txt : 20020415 0000919574-02-000661.hdr.sgml : 20020415 ACCESSION NUMBER: 0000919574-02-000661 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020305 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13897 FILM NUMBER: 02567357 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGTEN ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000898345 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132925888 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125296612 MAIL ADDRESS: STREET 2: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 ma01651001bg9.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2 Name of Issuer: Salant Corporation Title of Class of Securities: Common Stock, $1 par value CUSIP Number: 793897109 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Felix Kozodoy Magten Asset Management Corp. 35 East 21st Street New York, New York 10010 (Date of Event which Requires Filing of this Statement) February 25, 2002 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(e), 13d-1(f) or 13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page. The information required in 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). 2 CUSIP No.: 793897109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Magten Asset Management Corp. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 4,294,504 9. Sole Dispositive Power: 10. Shared Dispositive Power: 5,986,571 11. Aggregate Amount Beneficially Owned by Each Reporting 3 Person 5,986,571 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 60.46% 14. Type of Reporting Person IA, CO 4 CUSIP No.: 793897109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Talton R. Embry 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 10,508 8. Shared Voting Power: 4,294,504 9. Sole Dispositive Power: 10,508 10. Shared Dispositive Power: 5,986,571 11. Aggregate Amount Beneficially Owned by Each Reporting 5 Person 5,986,571 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 60.46% 14. Type of Reporting Person IN 6 The purpose of this Schedule 13D is to report the ownership of Magten Asset Management Corp. ("Magten") and Talton R. Embry (collectively, the "Reporting Persons") in the Common Stock (the "Common Stock") of Salant Corporation (the "Issuer") of 60.46% of the outstanding Common Stock. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock. The name and address of the principal executive and business office of the Issuer is: Salant Corporation 1114 Avenue of the Americas 36th Floor New York, New York 10036 Item 2. Identity and Background This statement is being filed on behalf of Magten Asset Management Corp. ("Magten"), a Delaware corporation, and Talton R. Embry. Magten, a registered investment adviser, has investment discretion over certain managed accounts of its investment advisory clients and certain private investment funds for which it serves as general partner or investment manager. Mr. Embry is a managing director and the sole shareholder of Magten. Mr. Embry has investment discretion over various pension plans of Magten. The principal office of the Reporting Persons is at 35 East 21st Street, New York, New York 10010. Mr. Embry has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Embry has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Talton R. Embry is a citizen of the United States of America. 7 Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Magten and Mr. Embry are deemed to beneficially own 5,986,571 shares of Common Stock. All of the Shares were purchased in open market transactions using funds of the Reporting Persons investment advisory clients. Item 4. Purpose of Transactions The Common Stock deemed to be beneficially owned by the Reporting Persons is held for investment purposes. Notwithstanding the foregoing, one of the Reporting Persons, Mr. Embry, is a member of the Board of Directors of the Issuer and as such has had discussions with Management. The Reporting Persons have not entered into any agreements or arrangements relating to the Common Stock. Except as described above, the Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to the Schedule 13D. The Reporting Persons reserves the right to acquire additional Shares, dispose of all or some of the Shares from time to time, or continue to hold the Shares. Item 5. Interest in Securities of Issuer As of the date hereof, Magten and Mr. Embry are deemed to beneficially own 5,986,571 Shares. Based on information supplied by the Issuer, as of September 29, 2001 there were 9,901,140 Shares outstanding. Therefore, Magten and Mr. Embry are deemed to beneficially own 60.46% of the outstanding Shares. The Reporting Persons have the shared power to vote or direct the vote of 4,305,012 Shares. The Reporting Persons do not have the power to vote or direct the vote of 1,692,067 Shares. The Reporting Persons have the power to dispose of or direct the disposition of all 5,986,571 Shares. The only transactions in the Shares effected by the Reporting Persons during the sixty days prior to February 25, 2002 through the date of this filing were in kind distributions to advisory clients as set forth in Exhibit B hereto. The Reporting Persons may be deemed to be beneficially owners of the Shares. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, the 8 Reporting Persons hereby declare that the filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are the beneficial owners of the Shares. Investment advisory clients, on whose behalf the Shares are held in managed accounts, have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to February 25, 2002 through the date of this filing is filed herewith as Exhibit B. 9 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry Managing Director /s/ Talton R. Embry _____________________________ Talton R. Embry March 5, 2002 10 Exhibit A AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13D dated March 5, 2002 relating to the Common Stock of Salant Corporation shall be filed on behalf of the undersigned. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry Managing Director /s/ Talton R. Embry _____________________________ Talton R. Embry 11 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 2/25/02 175,545* * * Distributed in kind to the Reporting Persons' investment advisory clients. 12 01651001.BG9 -----END PRIVACY-ENHANCED MESSAGE-----