-----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, K9SigxZPKPknsTiqjI2Vkw/CUcLyEHahZgh7PIxx/HUJIy5fHJTbSH68m9bd9IoB YrNJ3Cic0J+KYpl/q9rsag== 0000950117-96-001213.txt : 19961010 0000950117-96-001213.hdr.sgml : 19961010 ACCESSION NUMBER: 0000950117-96-001213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961009 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANSKIN INC CENTRAL INDEX KEY: 0000889299 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 621284179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20382 FILM NUMBER: 96641107 BUSINESS ADDRESS: STREET 1: 111 W 40TH ST CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2127644630 MAIL ADDRESS: STREET 1: 111 W 40TH ST CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 DANSKIN, INC. FORM 8-K 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 Danskin, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) October 4, 1996 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) Delaware 0-20382 62-1284179 - -------------------------------------------------------------------------------- (State or other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) Identification No.) 111 West 40th Street, New York, New York 10018 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 764-4630 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On June 7, 1996, SunAmerica Life Insurance Company ("SunAmerica") acquired 2,010,000 shares of common stock of Danskin, Inc. (the "Company") from Esmark, Inc. through a foreclosure sale. As a result of such sale, SunAmerica became the largest stockholder of the Company. Thereafter, SunAmerica requested (i) the right to designate two directors for election to the Company's Board of Directors, (ii) the right to have an observer present at meetings of the Board of Directors, (iii) the right to have at least one of its designees on each of the committees of the Board of Directors, and (iv) that the Board of Directors extend an invitation to Electra Investment Trust PLC ("Electra"), owner of 990,000 shares of common stock of the Company, to also nominate a director for election to the Company's Board of Directors. The Board of Directors discussed such request with SunAmerica and entered into a Letter Agreement (the "Letter Agreement") dated as of October 4, 1996. Pursuant to the Letter Agreement the Company and SunAmerica agreed, among other things, to the following: (i) At the meeting of the Board of Directors of the Company following the 1996 Annual Meeting of Stockholders of the Company, the Company will increase the number of directors constituting the entire Board of Directors of the Company from eight to ten directors, with the vacancies created thereby being in Class I and Class III, and SunAmerica will have the right to designate two persons to fill such vacancies subject to the approval (which shall not be unreasonably withheld) as to such person's qualification to serve on the board of directors of a public company engaged in the apparel business by a majority of the directors then in office who are not officers of the Company. Such SunAmerica designees will then be elected as directors of the Company to fill the newly created vacancies. (ii) If any SunAmerica designee declines to serve, is removed, resigns, or for any other reason no longer serves as a director of the Company, the vacancy created will be filled by another person designated by SunAmerica, subject to the approval (which shall not be unreasonably withheld) as to such person's qualification to serve on the board of directors of a public company engaged in the apparel business by a majority of the directors then in office who are not officers of the Company. (iii) At least one SunAmerica director designee will serve on each committee of the Board of Directors. (iv) SunAmerica will have the right to designate one person (in addition to the two SunAmerica director designees) to serve as a non-voting observer of the Board of Directors; such observor will be given all notices and information sent or made available to any director of the Company and will have the right to attend all meetings of the Board of Directors. -2- (v) The Board of Directors shall invite Electra to designate a director and shall increase the number of directors on the Board of Directors to create a vacancy for such designee should Electra agree to designate such an individual. (vi) The SunAmerica directors shall receive the same fees (including grants of stock options) and expense reimbursement as other non-employee directors of the Company except that any SunAmerica director who is also an employee of SunAmerica or any of its affiliates shall not receive any such fees for service as a director of the Company. (vii) Except as set forth in the Letter Agreement, the size of the Board of Directors of the Company shall not be further increased unless the SunAmerica designees vote to approve such increase. (viii) SunAmerica will, and will cause its affiliates or nominees (as applicable) to, (a) be present in person or by proxy at the 1996 Annual Meeting of Stockholders of the Company and at any other annual meeting of stockholders of the Company held to elect directors prior to June 30, 1997 and (b) vote all shares of common stock of the Company beneficially owned by any of them at such meeting, in favor of directors nominated by the Company. (ix) If the number of shares of common stock of the Company beneficially owned by SunAmerica is reduced to less than 1,250,000 but not less than 750,000 the number of SunAmerica director designees shall be reduced to one and, if SunAmerica beneficially owns less than 750,000 shares, both the Letter Agreement and all of SunAmerica's rights under the Letter Agreement will terminate. A copy of the Letter Agreement is being filed with the Securities and Exchange Commission as an Exhibit to this Current Report on Form 8-K. This summary description does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits.
Exhibit No. Exhibit ----------- ------- 99.1 Letter Agreement, dated as of October 4, 1996, between Danskin, Inc. and SunAmerica Life Insurance Company, which includes, as Schedule A thereto, the names and certain information concerning SunAmerica director designees.
-3- 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 hereunto duly authorized. DANSKIN, INC. ----------------------------------- (Registrant) Dated: October 8, 1996 By:/s/ Edwin W. Dean ----------------- Edwin W. Dean Vice Chairman of the Board -4- EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 99.1 Letter Agreement, dated as of October 4, 1996, 6 between Danskin, Inc. and SunAmerica Life Insurance Company, which includes, as Schedule A thereto, the names and certain information concerning the SunAmerica director designees.
Statement of Differences The registered trademark symbol shall be expressed as (R). -5- EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 Danskin, Inc. 111 West 40th Street New York, New York 10018 October 4, 1996 SunAmerica Life Insurance Company 1 SunAmerica Center Los Angeles, California 90067 This letter contains our agreement with respect to the Board of Directors of Danskin, Inc. ("Danskin"). 1. At the meeting of the Board of Directors of Danskin immediately following the 1996 annual meeting of stockholders of Danskin, currently scheduled for October 16, 1996, Danskin will increase the number of directors constituting the entire Board of Directors of Danskin from eight to ten, with the vacancies created thereby being in Class I and Class III. SunAmerica Life Insurance Company ("SunAmerica") will have the right to designate two persons (the "SunAmerica Designees") to fill the vacancies created thereby subject to the approval (which shall not be unreasonably withheld) as to such person's qualification to serve on the board of directors of a public company engaged in the apparel business by a majority of the directors then in office who are not officers or employees of Danskin. Danskin agrees, and acknowledges that its Board of Directors has agreed, to elect the SunAmerica Designees as directors of Danskin to fill the newly created vacancies. The names and certain information concerning the SunAmerica Designees are set forth on Schedule A hereto. If any SunAmerica Designee declines to serve, is removed, resigns, or for any other reason no longer serves as a director of Danskin, the vacancy created thereby will be filled in accordance with Danskin's Amended and Restated Certificate of Incorporation and By-Laws by another person designated by SunAmerica subject to the approval (which shall not be unreasonably withheld) as to such person's qualification to serve on the board of directors of a public company engaged in the apparel business by a majority of the directors then in office who are not officers or employees of Danskin. One SunAmerica Designee will be elected to each of Class I and Class III and at least one SunAmerica Designee will serve on each committee of -6- the Board of Directors of Danskin. Thereafter, subject to paragraph 7 hereof, each SunAmerica Designee or replacement thereof whose term of office shall expire will be included as part of management's slate of nominees for election as director at the applicable meeting of stockholders of Danskin. 2. SunAmerica will have the right to designate one person (in addition to the SunAmerica Designees) to serve as an observer of the Board of Directors (the "Observer"). The Observer will be given such notices, information and access to information that is sent or made available to any director of Danskin. The Observer shall have the right to attend any and all meetings of the Board of Directors of Danskin, but shall have no voting rights whatsoever at any such meeting. 3. The Board of Directors shall invite Electra Investments PLC to designate an individual to become a member of the Board of Directors and shall create a vacancy on the Board, by increasing the size of the Board of Directors by one or otherwise, should Electra agree to designate such an individual. 4. The SunAmerica Designees shall receive the same fees and expense reimbursement as other non-employee directors of Danskin except that any SunAmerica Designee who is also an employee of SunAmerica or any of its affiliates shall not receive any fees for service as a director of Danskin. At a meeting of stockholders to be held prior to June 30, 1997, Danskin shall seek shareholder approval to increase the number of shares subject to options to permit the grant of options to the SunAmerica Designees on the same basis as other non-employee directors and shall grant such options to them. 5. Except as set forth in this agreement the size of the Board of Directors of Danskin shall not be further increased unless the SunAmerica Designees vote to approve such increase and Danskin shall amend its bylaws accordingly. 6. In consideration of the foregoing and so long as Danskin complies with its obligations hereunder, SunAmerica will, and will cause its affiliates or nominees (as applicable) to, (a) be present in person or by proxy at the 1996 annual meeting of stockholders of Danskin and at any other annual meeting of stockholders of Danskin held to elect directors prior to June 30, 1997 and (b) vote all shares of common stock of Danskin beneficially owned by any of them at such meeting, in favor of directors nominated by Danskin. -7- 7. The number of SunAmerica Designees shall be reduced to one if SunAmerica beneficially owns less than 1,250,000 shares of common stock of Danskin and both this agreement and all of SunAmerica's rights hereunder shall terminate if SunAmerica beneficially owns less than 750,000 shares of common stock of Danskin. In each case, such number of shares shall be adjusted appropriately for any stock splits, reverse stock splits, mergers or similar transactions. 8. Danskin hereby represents and warrants to SunAmerica that this letter agreement, and the performance by Danskin of each of its obligations hereunder, has been duly adopted and approved by the Board of Directors of Danskin. 9. SunAmerica's rights under this agreement are not assignable by SunAmerica. Either party may seek specific enforcement of its rights hereunder. If you are in agreement with the foregoing, please sign in the place indicated and return a copy of this letter to my attention. DANSKIN, INC. /s/ Mary Ann Domuracki ------------------------------------ Mary Ann Domuracki Chief Executive Officer Acknowledged and agreed to this 4th day of October, 1996: SUNAMERICA LIFE INSURANCE COMPANY /s/ Kevin Buckle - --------------------------------- Kevin Buckle Authorized Agent -8- Schedule A SUNAMERICA NOMINEES FOR DIRECTORS Donald Schupak Mr. Schupak is Chief Executive Officer of Schupak Group, an organization that provides strategic planning, management consulting and corporate finance services to a variety of clients, including several Fortune 100 companies. Mr. Schupak founded Schupak Group in 1990 and has served as a director of Horn & Hardart Company. From September 1988 through September 1990, he served as Chairman, Chief Executive Officer and President of Horn & Hardart Company. From 1971 through 1980, Mr. Schupak was actively engaged in the practice of law with Schupak, Rosenfeld & Fischbein, a New York City law firm founded by Mr. Schupak. Mr. Schupak's principal business address is c/o Schupak Group, 730 Fifth Avenue, Suite 1901, New York, NY 10019. Michel Benasra Michel Benasra founded Pour le bebe, Inc. in 1984 and has served as its sole director, Chairman of the Board and Chief Executive Officer since its founding. Pour le bebe, d/b/a Baby Guess(R), Guess Kids(R) and Guess Home Collection(R), is a manufacturer, wholesaler and retailer of infants' and children's apparel and home furnishings. Pour le bebe, in addition to its core major department store and international distribution, operates over 40 retail and factory outlet specialty stores nationwide, and is the largest of Guess?, Inc.'s 26 licensees. -9- -----END PRIVACY-ENHANCED MESSAGE-----