-----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, EOWitfk9xtV+ycV5fBRyxALUre+JCbQTtdmSjfD5mhg+AHjaQK8PbKtLiY/1pDKD QbOJ7wD1xLSmmlsQUTbCpQ== 0001141218-02-000125.txt : 20020719 0001141218-02-000125.hdr.sgml : 20020719 20020719155406 ACCESSION NUMBER: 0001141218-02-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020719 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: 02706681 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: HUGHES INVESTMENT MANAGEMENT CO CENTRAL INDEX KEY: 0000900485 IRS NUMBER: 951778500 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 2458 CITY: CULVER CITY STATE: CA ZIP: 90231-2458 BUSINESS PHONE: 3105687200 MAIL ADDRESS: STREET 1: PO BOX 2458 CITY: CULVER CITY STATE: CA ZIP: 90231-2458 SC 13D/A 1 himcosalant13da.txt HIMCO / SALANT SCHEDULE 13D AMENDMENT NO. 1 ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 ------------------------- Expires: October 31, 2002 ------------------------- Estimated average burden hours per form.......14.9 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Salant Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 794004200 - -------------------------------------------------------------------------------- (CUSIP Number) c/o Barbara J. Goodfellow HUGHES INVESTMENT MANAGEMENT COMPANY 200 North Sepulveda, Mail Station A167 El Segundo, CA 90245 (310) 662-9837 c/o Marie Colaninno HUGHES RETIREMENT PLANS TRUST 130 Liberty Street, 20th Floor New York, NY 10006 (212) 469-8953 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 15, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filed 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 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). CUSIP No. 794004200 13D - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hughes Investment Management Company EIN 95-3947944 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] - -------------------------------------------------------------------------------- 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) [ ] N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- Page 2 of 7 CUSIP No. 794004200 13D - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hughes Retirement Plans Trust EIN 95-3371124 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] - -------------------------------------------------------------------------------- 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) [ ] N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON EP - -------------------------------------------------------------------------------- Page 3 of 7 Schedule 13D Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock, par value $1. 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, NY 10036 Item 2. Identity and Background The names and addresses of the principal business offices of the persons filing are: Hughes Investment Management Company 200 North Sepulveda Mail Station A167 El Segundo, CA 90245 Hughes Retirement Plans Trust 130 Liberty Street, 20th Floor New York, NY 10006 The principal business of Hughes Investment Management Company is that of an investment advisor. The principal business of the Hughes Retirement Plans Trust is to hold the assets of the Hughes Retirement Plans, which are subject to the provisions of the Employee Retirement Investment Security Act of 1974. The place of organization for Hughes Investment Management Company is Delaware. The place of organization for Hughes Retirement Plans Trust is New York. In the last five years, neither Hughes Investment Management Company nor Hughes Retirement Plans Trust has been convicted in criminal proceedings. During the last five years, neither of them has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it 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 with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration From May 11, 1999, through July 15, 2002, Hughes Investment Management Company and the Hughes Retirement Plans Trust were deemed to beneficially own 1,118,942 Shares of Common Stock of Salant Corporation. The securities were acquired by the Reporting Persons on May 11, 1999, when Hughes Retirement Plans Trust received the securities in exchange for bonds of the issuer in the issuer's Chapter 11 bankruptcy proceedings. The bonds had previously been acquired by Hughes Retirement Plans Trust with its own funds, which are held for the Hughes Retirement Plans. Page 4 of 7 Item 4. Purpose of Transaction The securities of Salant Corporation deemed to have been beneficially owned by the Reporting Persons have been held for investment purposes by Hughes Retirement Plans Trust. The trust initially acquired the bonds of Salant Corporation, which were exchanged for the securities in connection with the issuer's Chapter 11 bankruptcy proceeding, for investment. The trust sold the securities to Salant Corporation on July 15, 2002, for cash in the amount of $2,797,355. This amendment is being filed with respect to such sale. 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 reserve the right to acquire securities of Salant Corporation from time to time. Item 5. Interest in Securities of the Issuer From May 11, 1999, until the sale of the securities on July 15, 2002, the Reporting Persons were deemed to beneficially own 1,118,942 shares of the Common Stock of Salant Corporation. Based on information supplied by the issuer, as of April 23, 2002 there were 9,901,140 shares of its Common Stock outstanding. Therefore, the securities which were deemed to be beneficially owned by the Reporting Persons represented 11.3% of the outstanding shares of the Common Stock of the issuer. Hughes Investment Management Company has had shared voting and dispositive with respect to all 1,118,942 shares. Hughes Retirement Plans Trust may be deemed also to have had shared voting and dispositive power with respect to all 1,118,942 shares. Hughes Investment Management Company had the right to manage the securities on behalf the Hughes Retirement Plans Trust. Hughes Investment Management Company, however, engaged Magten Asset Management Corp., an investment advisory company, to manage the securities. As a result, Magten Asset Management Corp. has had voting and dispositive power with respect to all 1,118,942 shares. Talton R. Embry, the sole shareholder of Magten Asset Management Corp., is a director of Salant Corporation. Magten Asset Management Corp. and Mr. Embry have filed a statement on Schedule 13D to declare their beneficial ownership of the securities which are the subject of this statement. The statement filed by Magten Asset Management Corp. and Mr. Embry was most recently amended on May 10, 2002. Hughes Investment Management Company has the right to reacquire voting and dispositive power with respect to all 1,118,942 shares, and it did so on July 15, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 5. Item 7. Material to be Filed as Exhibits Exhibit 1: Joint Filing Agreement Page 5 of 7 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. Date: July 16, 2002 HUGHES INVESTMENT MANAGEMENT COMPANY /s/ John F. Cooke ------------------------------------------- John F. Cooke President HUGHES RETIREMENT PLANS TRUST, by DEUTSCHE BANK TRUST COMPANY AMERICAS, solely as directed trustee and not as a beneficial owner /s/ Frank Eipper ------------------------------------------- Frank Eipper Director Page 6 of 7 Exhibit 1: Joint Filing Agreement This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of the common stock of Salant Corporation is being, and any and all amendments thereto may be, filed on behalf of the undersigned by any one of the undersigned. This Joint Filing Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Date: July 16, 2002 HUGHES INVESTMENT MANAGEMENT COMPANY /s/ John F. Cooke ------------------------------------------- John F. Cooke President HUGHES RETIREMENT PLANS TRUST, by DEUTSCHE BANK TRUST COMPANY AMERICAS, solely as directed trustee and not as a beneficial owner /s/ Frank Eipper ------------------------------------------- Frank Eipper Director Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----