-----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, Ty7IPn6BhsE/LiiHljDqN5dKgv8td4UWctEWWnGKx0+UmLTpLI3h16F0PSuFGf3L KxC7zJLD9CSVzundDCZUGw== 0000911420-96-000051.txt : 19960403 0000911420-96-000051.hdr.sgml : 19960403 ACCESSION NUMBER: 0000911420-96-000051 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960402 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BISCAYNE APPAREL INC /FL/ CENTRAL INDEX KEY: 0000088706 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 650200397 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09635 FILM NUMBER: 96543510 BUSINESS ADDRESS: STREET 1: 1373 BROAD ST STREET 2: 2665 SOUTH BAYSHORE DRIVE SUITE 800 CITY: CLINTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 2014733240 MAIL ADDRESS: STREET 1: 2665 SOUTH BAYSHORE DRIVE SUITE 800 STREET 2: 2665 SOUTH BAYSHORE DRIVE SUITE 800 CITY: MIAMI STATE: FL ZIP: 33133 FORMER COMPANY: FORMER CONFORMED NAME: BISCAYNE HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: XCOR INTERNATIONAL INC DATE OF NAME CHANGE: 19860727 FORMER COMPANY: FORMER CONFORMED NAME: SEEBURG INDUSTRIES INC DATE OF NAME CHANGE: 19780823 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 or [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9635 BISCAYNE APPAREL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-0200397 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 1373 Broad Street, Clifton, New Jersey 07013 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including Area Code) (201) 473-3240 Securities registered pursuant to Section 12(b) of the Act: [CAPTION] Title of each Class Name of each Exchange on which registered Common Stock American Stock Exchange $0.01 par value per share
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The number of shares outstanding of the registrant's common stock, as of February 29, 1996, was as follows: Common Stock, par value $.01 10,741,368 (Title of each class) (Number of shares) The aggregate market value of common stock held by non- affiliates of the registrant at February 29, 1996 was $5,360,683, based on a $0.75 average of the high and low sales prices for the common stock on the American Stock Exchange on such date. For purposes of this computation, all executive officers, directors and beneficial owners of 5% or more of the registrant's common stock have been deemed to be affiliates. Such determination should not be deemed to be an admission that such persons are, in fact, affiliates of the registrant. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III (Items 10, 11, 12 and 13) is incorporated by reference from the Company's definitive proxy statement (to be filed pursuant to Regulation 14A). 3. Exhibits: (An asterisk to the left of an exhibit number denotes a management contract or compensatory arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.) 2.1 Subscription and Stock Purchase Agreement between HSD Acquisition Corporation and the Registrant, dated as of February 28, 1994, incorporated by reference to Exhibit 2.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. 2.2 Shareholders' Agreement and Plan of Merger, dated as of March 4, 1994, by and among Trivest Institutional Fund, Ltd., Trivest Investors Fund, Ltd., Blue Sky Partners, the Registrant and HSD Acquisition Corporation, incorporated by reference to Exhibit 2.2 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. 2.3 Agreement and Plan of Merger, dated as of November 1, 1994, by and among the Registrant and M&L Acquisition Corp. and New M&L Holding, Inc., incorporated by reference to Exhibit 2.1 filed with the Registrant's Quarterly Report on Form 8-K, filed December 14, 1994. 2.4 Company Shareholders Agreement, dated as of November 1, 1994, by and among the Registrant and M&L Acquisition Corp. and New M&L Holding, Inc. and certain Company shareholders, incorporated by reference to Exhibit 2.2 filed with the Registrant's Quarterly Report on Form 8-K, filed December 14, 1994. 2.5 Escrow Agreement, dated as of November 1, 1994, by and among Gordon and Einstein, Ltd., the Registrant and M&L Acquisition Corp., New M&L Holding, Inc., Odyssey Partners, L.P., Merrill Lynch Capital Corporation, Gregg H. Feinstein, Steven M. Friedman, Kurt C. Gutfreund and Eugene S. Weiner, incorporated by reference to Exhibit 2.3 filed with the Registrant's Quarterly Report on Form 8-K, filed December 14, 1994. 2.6 Registration Rights Agreement, dated as of November 30, 1994, among the Registrant, the Federal Deposit Insurance Corporation, as Receiver for Goldome FSB, Odyssey Partners, L.P., Merrill Lynch Capital Corporation, Gregg H. Feinstein, Steven M. Friedman, Kurt C. Gutfreund and Eugene S. Weiner, incorporated by reference to Exhibit 2.4 filed with the Registrant's Current Report on Form 8-K, filed December 14, 1994. 2.7 Note Modification Agreement, dated as of November 30, 1994, between the Registrant, M&L International, Inc., and Kurt C. Gutfreund, incorporated by reference to Exhibit 2.5 filed with the Registrant's Current Report on Form 8-K, filed December 14, 1994. 2.8 Note Modification Agreement, dated as of November 30, 1994, between the Registrant, M&L International, Inc. and Eugene S. Weiner, incorporated by reference to Exhibit 2.6 filed with the Registrant's Current Report on Form 8-K, filed December 14, 1994. 2.9 Stock Purchase Agreement, dated September 13, 1994, between New M&L Holding, Inc. and the Federal Deposit Insurance Corporation, incorporated by reference to Exhibit 2.7 filed with the Registrant's Current Report on Form 8-K, filed December 14, 1994. 3.1 Registrant's Amended and Restated Articles of Incorporation, as amended, incorporated by reference to Exhibit 3.1 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 3.2 Registrant's Bylaws, as amended, incorporated by reference to Exhibit 3.2 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991. 4.1 Form of stock certificate evidencing ownership of the Registrant's Common Stock, incorporated by reference to Exhibit 4.1 filed with the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 1994. 4.2 Indenture of the Registrant to First Union National Bank of Florida as successor in interest to Southeast Bank, N.A., dated as of December 5, 1989, $9,014,700 Principal Amount of 13% Subordinated Notes due December 15, 1999, filed with the Registrant's Registration Statement on Form S-2 (No. 33-32161), incorporated by reference to Exhibit 10.1 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989. *10.1 Amended and Restated Management Agreement, dated as of November 30, 1994, by and between the Registrant and Trivest, Inc., incorporated by reference to Exhibit 10.1 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.2 Form of Amended and Restated Indemnification Agreement entered into between the Registrant and its directors and certain of its officers, incorporated by reference to Exhibit 10.36 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. *10.3 1994 Stock Option Plan of Registrant with form of Stock Option Agreement, incorporated by reference to Exhibit 10.3 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. *10.4 1987 Stock Option Plan for Biscayne Apparel, Inc., incorporated by reference to Exhibit 10.3 filed with the Registrant's Registration Statement on Form S-8 (No. 33-20871). *10.5 Form of Stock Option Agreement entered into between the Registrant and optionees, incorporated by reference to Exhibit 10.4 filed with the Registrant's Registration Statement on Form S-8 (No. 33-20871). *10.6 Amended and Restated 1990 Stock Option Plan for Biscayne Apparel, Inc., incorporated by reference to Exhibit 10.1 filed with the Registrant's Registration Statement on Form S- 8 (No. 33-41139). *10.7 Form of Stock Option Agreement entered into between the Registrant and optionees incorporated by reference to Exhibit 10.2 filed with the Registrant's Registration Statement on Form S-8 (No. 33-41139). *10.8 Compensation Plan With Respect to Certain Executive Officers, dated as of March 17, 1992, between the Registrant and certain of its officers incorporated by reference to Exhibit 10.11 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. 10.9 Domestic License Agreement by and between Bon Jour Group, Ltd. and M & L International, Inc., dated as of January 25, 1995, incorporated by reference to Exhibit 10.4 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.10 Agreement of Lease, dated July 16, 1990, between Broad Park Associates and Biscayne Apparel, Inc. (Andy Johns Fashions Division), with term commencing February 15, 1993, incorporated by reference to Exhibit 10.24 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. 10.11 First Amendment, dated August 21, 1990, to the Sub-Lease Agreement between Broad Park Associates and Biscayne Apparel, Inc. (Andy Johns Fashions Division), incorporated by reference to Exhibit 10.25 filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. 10.12 Second Amendment, dated May 25, 1993, to the Sublease Agreement between Broad Park Associates and Biscayne Apparel, Inc. (Andy Johns Fashion Division), incorporated by reference to Exhibit 10.19 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.13 Lease Agreement, dated February 18, 1992, by and between The Miller County Development Authority and Biscayne Apparel, Inc. (Amy Industries), incorporated by reference to Exhibit 10.32 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991. 10.14 Sublease Agreement, dated August 1, 1993, between Ithaca Industries, Inc. and Biscayne Apparel, Inc. (Varon Division), incorporated by reference to Exhibit 10.21 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.15 Lease Agreement, dated May 12, 1993, between Dah Chong Hong Trading Corp. and Biscayne Apparel, Inc. (Varon Division), incorporated by reference to Exhibit 10.22 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.16 Lease Modification Agreement, dated September 30, 1993, between Dah Chong Hong Trading Corp. and Biscayne Apparel, Inc. (Varon Division), incorporated by reference to Exhibit 10.23 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.17 Indenture Agreement by and between Clark's Cove Realty, Co. and Mackintosh of New England Co., dated June 17, 1991, incorporated by reference to Exhibit 10.35 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991. 10.18 Indenture Agreement, dated December 30, 1992, between Clark's Cove Realty Co. and Mackintosh of New England Co., incorporated by reference to Exhibit 10.25 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.19 Lease Agreement, dated February 18, 1993, between The Arsenal Company and Biscayne Apparel, Inc. (Andy Johns Fashion Division), incorporated by reference to Exhibit 10.27 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.20 Modification Agreement, dated June 23, 1993, between the Arsenal Company and Biscayne Apparel, Inc. (Andy Johns Fashion Division), incorporated by reference to Exhibit 10.28 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10.21 Lease Agreement between S.A.I. Realty Trust and Mackintosh of New England Co., commencing on August 1, 1992, incorporated by reference to Exhibit 10.36 filed with the Registrant's Annual Report on form 10-K for the year ended December 31, 1992. 10.22 Unsecured Promissory Note from Quality Prints, Inc. to E&B Acquisition, Inc., Elliot Estes and Becky Estes, in the amount of $150,000, dated November 24, 1994, incorporated by reference to Exhibit 10.25 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.23 License Agreement between OshKosh B'Gosh, Inc. and M&L International, Inc., dated September 16, 1994, incorporated by reference to Exhibit 10.30 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. *10.24 Employment Agreement between M&L International, Inc. and Kurt C. Gutfreund, dated as of November 30, 1994, incorporated by reference to Exhibit 10.31 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.25 Credit Agreement, dated March 16, 1995, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent, incorporated by reference to Exhibit 10.32 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.26 First Amendment to Revolving Credit and Term Loan Agreement, dated as of June 1, 1995, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent. (1) 10.27 Second Amendment to Revolving Credit and Term Loan Agreement, dated as of November 1, 1995, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent. 10.28 Amendment to Credit Agreement, dated as of January 31, 1996, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent. 10.29 Fourth Amendment to Credit Agreement and Waiver, dated as of February 14, 1996, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent. 10.30 Fifth Amendment to Credit Agreement, dated as of March 5, 1996, among the Registrant, Biscayne Apparel International, Inc., Mackintosh of New England Co. and M&L International, Inc. and The Chase Manhattan Bank (National Association) as Agent. 10.31 Sublease Agreement, dated January 1, 1996, between Richland Mills, Inc., as sublandlord and Varon (a division of Biscayne Apparel International, Inc.) as subtenant. 10.32 Lease Agreement, dated June 10, 1995, between Buena Vista Export Processing Zone (ZIP Buena Vista, S.A.) and Amy Industries de Honduras, S.A., de C.V. 11 Statement re: Computation of Per Share Earnings. 21 Subsidiaries of the Registrant. 24 Consent of Coopers and Lybrand. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned. BISCAYNE APPAREL, INC. Date: April 1, 1996 By: /s/ Peter Vandenberg, Jr. Peter Vandenberg, Jr. Vice President, Treasurer and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: April 1, 1996 By: /s/ Earl W. Powell Earl W. Powell Chairman Date: April 1, 1996 By: /s/ Peter Vandenberg, Jr. Peter Vandenberg, Jr. Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) Date: April 1, 1996 By: /s/ Phillip T. George, M.D. Phillip T. George, M.D. Vice Chairman Date: April 1, 1996 By: /s/ John E. Pollack John E. Pollack President and Chief Executive Officer (Principal Executive Officer) Date: April 1, 1996 By: /s/ Harold E. Berritt Harold E. Berritt Director Date: April 1, 1996 By: /s/ Joseph B. Gildenhorn Joseph B. Gildenhorn Director Date: April 1, 1996 By: /s/ Kurt C. Gutfreund Kurt C. Gutfreund Director Date: April 1, 1996 By: /s/ John W. Partridge John W. Partridge Director Date: April 1, 1996 By: /s/ James J. Pinto James J. Pinto Director EX-27 2
5 1 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 312 0 20,238 (1,967) 25,890 48,414 5,569 584 61,742 28,855 0 0 0 107 19,728 61,742 100,294 100,294 80,121 80,121 0 0 3,805 (8,835) (2,708) (6,127) 0 0 0 (6,127) (0.57) (0.57)
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