-----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, NnJW9RILvsdRvctKOq1Trzs2QNTClt/ileMEj3eLVaY7ztoVcTt0v8SuOZO4oJ9C h4zj6LiaL0wYF/axEIIf/Q== 0000950146-97-001054.txt : 19970715 0000950146-97-001054.hdr.sgml : 19970715 ACCESSION NUMBER: 0000950146-97-001054 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970714 SROS: NONE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20382 FILM NUMBER: 97639887 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 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-20382 A. Full title of the plan and the address of the plan, if different from that of the issuer name below: DANSKIN, INC. SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DANSKIN, INC. 111 W. 40th Street New York, NY 10018 DANSKIN, INC. SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND DECEMBER 31, 1995 TABLE OF CONTENTS Report of Independent Certified Public F-1 - F-4 Accountants Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and December 31, 1995. F-5 Statements of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1996. F-6 Notes to Financial Statements F-7 - F-13 Supplemental Schedules: Item 27(a) - Schedule of Assets Held for Investment Purposes as of December 31, 1996. S-1 Item 27(d) - Schedule of Reportable Transactions for the year ended December 31, 1996. S-2 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Trustees of Danskin, Inc. Savings Plan: We have audited the accompanying Statements of Net Assets Available for Plan Benefits of DANSKIN, INC. SAVINGS PLAN (the "Plan") as of December 31, 1996, and the related Statements of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Danskin, Inc. Savings Plan as of December 31, 1995 were audited by other auditors whose report dated June 28, 1996, expressed an unqualified opinion on these matters. We conducted an audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1996 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Danskin, Inc. Savings Plan as of December 31, 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1996 in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed on the accompanying table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements, and, in our opinion, are fairly stated in all material aspects in relation to the basic financial statements taken as a whole. Grant Thornton LLP New York, New York June 26, 1997 F-1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Danskin, Inc. on Forms S-8 (Registration Nos. 33-89692 33-53852 and 33-67644) of our report dated June 26, 1997 on our audit of the financial statements and supplemental schedules of Danskin, Inc. Savings Plan as of December 31, 1996 and for the year then ended, which report is included in this Annual Report on Form 11-K. Grant Thornton LLP New York, New York June 26, 1997 F-2 [LETTERHEAD OF COOPERS & LYBRAND L.L.P.] Report of Independent Accountants To the Trustees of Danskin, Inc. Savings Plan: We have audited the accompanying Statement of Net Assets Available for Plan Benefits of DANSKIN, INC. SAVINGS PLAN (the "Plan") as of December 31, 1995. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for plan benefits of DANSKIN, INC. SAVINGS PLAN as of December 31, 1995, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. New York, N.Y. June 28, 1996 F-3 [LETTERHEAD OF COOPERS & LYBRAND L.L.P.] Consent of Independent Accountants We consent to the incorporation by reference in the registration statements of Danskin, Inc. on Form S-8 (Registration Nos. 33-53852 and 33-67644) of our report dated June 28, 1996 on our audit of the Statement of Net Assets Available for Plan Benefits of the Danskin, Inc. Savings Plan as of December 31, 1995, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. New York, N.Y. July 9, 1997 F-4 Danskin, Inc. Savings Plan Statement of Net Assets Available for Plan Benefits As of December 31, 1996 and December 31, 1995
--------------------------- Travelers Insurance Liquid Assets Liquid Assets Capital Capital Treasury Holding Company Stock Preservation Preservation Trust Fund Account Holding Account Fund Fund ------------------------- --------------------- ------------ ------------ Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 --------- --------- --------- --------- --------- --------- Assets: Investments (See Note 2): Pooled Funds $2,250,901 $2,927,504 (cost $2,250,901 and $2,927,504 respectively) Mutual Funds (cost $3,538,760 and $2,611,728 respectively) Danskin, Inc. Common Stock (85,255 shares and 69,985 shares, cost $284,874 and $276,335 respectively) -------- ---------- --------- --------- ---------- ---------- -------- ---------- --------- --------- ---------- ---------- Receivables Employer Contributions Participant Contributions Loans Receivable from Participants -------- ---------- --------- --------- ---------- ---------- -------- ---------- --------- --------- ---------- ---------- Cash and Cash Equivalents: $175,778 $173,552 $2,813 -------- -------- --------- --------- ---------- ---------- $175,778 $173,552 $2,813 $2,250,901 $2,927,504 Net Assets Available for Plan Benefits: $175,778 $173,552 $2,813 $2,250,901 $2,297,504 ======== ======== ========= ====== ========== ==========
Participant Directed ----------------------------------------------------------------------------- Fidelity Fidelity Advisors Advisor Growth High Danskin, Inc. Opportunity Conservative Yield Income Company Stock Portfolio Equity Fund Fund Fund Fund ---------- ------------ --------- --------- ------------------------- Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 --------- --------- --------- --------- --------- --------- Assets: Investments (See Note 2): Pooled Funds (cost $2,250,901 and $2,927,504 respectively) Mutual Funds $1,899,143 $1,424,163 $701,206 $741,636 (cost $3,538,760 and $2,611,728 respectively) Danskin, Inc. Common Stock $191,824 $314,933 (85,255 shares and 69,985 shares, cost $284,874 and $276,335 respectively) ---------- ---------- -------- -------- -------- -------- ---------- ---------- -------- -------- -------- -------- Receivables Employer Contributions Participant Contributions Loans Receivable from Participants ---------- ---------- -------- -------- -------- -------- ---------- ---------- -------- -------- -------- -------- Cash and Cash Equivalents: ---------- ---------- -------- -------- -------- -------- $1,899,143 $1,424,163 $701,206 $741,636 $191,824 $314,933 Net Assets Available for Plan Benefits: $1,899,143 $1,424,163 $701,206 $741,636 $191,824 $314,933 ========== ========== ======== ======== ======== ========
------------------------------------------------- MFS Trust Emerging Growth Aggressive Vanguard Fund Equity Index Participant Loan Portfolio Fund Fund Fund ---------- ------------ --------------------- --------------------------- Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 Dec. 1996 Dec. 1995 --------- --------- --------- --------- --------- --------- Assets: Investments (See Note 2): Pooled Funds $883,442 $247,536 $375,571 (cost $2,250,901 and $2,927,504 respectively) Mutual Funds (cost $3,538,760 and $2,611,728 respectively) Danskin, Inc. Common Stock (85,255 shares and 69,985 shares, cost $284,874 and $276,335 respectively) ---------- ---------- -------- -------- -------- -------- ---------- ---------- -------- -------- -------- -------- Receivables Employer Contributions Participant Contributions Loans Receivable from Participants $177,280 $119,059 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Cash and Cash Equivalents: -------- -------- -------- -------- -------- -------- $883,442 $247,536 $375,571 $177,280 $119,059 Net Assets Available for Plan Benefits: $883,442 $247,536 $375,571 $177,280 $119,059 ======== ======== ======== ======== ======== ========
TOTAL --------------------- Dec. 1996 Dec. 1995 --------- --------- Assets: Investments (See Note 2): Pooled Funds $2,250,901 $2,927,504 (cost $2,250,901 and $2,927,504 respectively) Mutual Funds 3,859,362 2,413,335 (cost $3,538,760 and $2,611,728 respectively) Danskin, Inc. Common Stock 191,824 314,933 (85,255 shares and 69,985 shares, cost $284,874 and $276,335 respectively) ---------- ---------- 6,302,087 5,655,772 ---------- ---------- Receivables Employer Contributions Participant Contributions Loans Receivable from Participants 177,280 119,059 ---------- ---------- 177,280 119,059 ---------- ---------- Cash and Cash Equivalents: 175,778 176,365 ---------- ---------- $6,655,145 $5,951,196 Net Assets Available for Plan Benefits: $6,655,145 $5,951,196 ========== ==========
F-5 Statement of Changes in Net Assets Available for Plan Benefits For the year ended December 31, 1996
------------------------------- Travelers Liquid Assets Insurance Capital Treasury Trust Liquid Assets Company Stock Capital Preservation Fund Holding Account Holding Account Preservation Fund Fund -------------- --------------- --------------- ----------------- ------------ Net assets available for plan benefits beginning of year 0 173,552 2,813 0 2,927,504 Additions (deductions) to (from) net assets attributed to: Net unrealized (depreciation) appre- ciation in fair value of investments 0 0 0 0 0 Realized gains (losses) 0 0 0 0 (391) Interest and dividends 3,312 2,233 283 58,328 89,679 ------- -------- -------- --------- ---------- 3,312 2,233 283 58,328 89,288 ------- -------- -------- --------- ---------- Contributions: Employer 0 0 0 20,396 21,331 Employee 0 0 0 97,556 101,162 Rollovers 0 0 0 0 365 ------- -------- -------- --------- ---------- 0 0 0 117,952 122,858 ------- -------- -------- --------- ---------- Total additions 3,312 2,233 283 176,280 212,146 ------- -------- --------- ---------- Deductions from net assets attributed to: Withdrawals 0 0 0 102,038 244,517 Forfeitures 0 0 0 2,186 5,930 ------- -------- -------- --------- ---------- 0 0 0 104,224 250,447 ------- -------- -------- --------- ---------- Transfers between funds, net 172,466 (175,785) (3,096) 2,178,845 (2,889,203) Net increase (decrease) in net assets available for plan benefits 175,778 (173,552) (2,813) 2,250,901 (2,927,504) ------- -------- -------- --------- ---------- Net assets available for plan benefits end of year 175,778 0 (0) 2,250,901 0 ======= ======== ======== ========= ==========
Participant Directed -------------------------------------------------------------------------------- Fidelity Advisor Fidelity MFS Service Growth Conservative Advisor Danskin, Inc. Trust Opportunity Equity High Yield Income Company Stock Emerging Growth Portfolio Fund Fund Fund Fund Fund ----------- ------------ ---------- -------- ------------- --------------- Net assets available for plan benefits beginning of year 0 1,424,163 0 741,636 314,933 0 Additions (deductions) to (from) net assets attributed to: Net unrealized (depreciation) appre- ciation in fair value of investments 176,902 12,845 (131,648) 91,437 Realized gains (losses) 2,440 (5,114) 907 (20,753) (33,648) 0 Interest and dividends 100,947 15,125 37,223 25,358 0 10,603 --------- ---------- -------- -------- -------- ------- 280,289 10,011 50,975 4,605 (165,296) 102,040 --------- ---------- -------- -------- -------- ------- Contributions: Employer 26,120 11,304 10,003 8,685 104,282 16,221 Employee 101,289 75,442 44,388 38,602 18,060 79,716 Rollovers 828 6,772 0 11,286 182 497 --------- ---------- -------- -------- -------- ------- 128,237 93,518 54,391 58,573 122,524 96,434 --------- ---------- -------- -------- -------- ------- Total additions 408,526 103,529 105,366 63,178 (42,772) 198,474 --------- ---------- -------- -------- -------- ------- Deductions from net assets attributed to: Withdrawals 68,306 80,226 22,962 77,575 27,881 20,158 Forfeitures 6,295 655 1,178 408 8,632 5,063 --------- ---------- -------- -------- -------- ------- 74,601 80,881 24,140 77,983 36,513 25,221 --------- ---------- -------- -------- -------- ------- Transfers between funds, net 1,565,218 (1,446,811) 619,980 (726,831) (43,824) 710,189 Net increase (decrease) in net assets available for plan benefits 1,899,143 (1,424,163) 701,206 (741,636) (123,109) 883,442 ---------- -------- -------- -------- ------- Net assets available for plan benefits end of year 1,899,143 0 701,206 (0) 191,824 883,442 ========= ========== ======== ======== ======== =======
------------------------- Aggressive Vanguard Equity Index Participant Loan Fund Fund Fund Total ---------- -------- ---------------- ----- Net assets available for plan benefits beginning of year 247,536 0 119,059 5,951,196 Additions (deductions) to (from) net assets attributed to: Net unrealized (depreciation) appre- ciation in fair value of investments 40,219 0 189,755 Realized gains (losses) 7,419 5 0 (49,135) Interest and dividends 5,547 8,587 357,225 ---------- ------- ---------- ---------- 7,419 45,771 8,587 497,845 ---------- ------- ---------- ---------- Contributions: Employer 9,020 5,615 0 232,977 Employee 42,565 25,065 0 623,845 Rollovers 4,696 331 0 24,957 ---------- ------- ---------- ---------- 56,281 31,011 0 881,779 ---------- ------- ---------- ---------- Total additions 63,700 76,782 8,587 1,379,624 ---------- ------- ---------- ---------- Deductions from net assets attributed to: Withdrawals 663 917 0 645,243 Forfeitures 85 0 0 30,432 ---------- ------- ---------- ---------- 748 917 0 675,675 ---------- ------- ---------- ---------- Transfers between funds, net (310,488) 299,706 49,634 0 Net increase (decrease) in net assets available for plan benefits (247,536) 375,571 58,221 703,949 ---------- ------- ---------- ---------- Net assets available for plan benefits end of year 0 375,571 177,280 6,655,145 ========== ======= ========== ==========
F-6 DANSKIN, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of Plan The following descriptions of the Danskin, Inc. (The "Company" or "Sponsor") Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a defined contribution plan subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan became effective July 22, 1986 and was established to provide deferred compensation to all non-union, full-time salaried employees following attainment of age 21, and all nonunion part-time salaried employees following completion of "Eligibility Service", as defined in the Plan document. Contributions: Each participant may elect to contribute to the Plan by any whole percentage between 1% and 15%. Employee contributions up to 6% of the employee's salary are matched by the Company at a rate of 25%. The Company may, at its discretion, make an additional annual contribution to the Plan which is allocated to employees based upon their compensation. Effective January 1, 1994, the Plan was amended to allow such discretionary contributions to be made in cash or in shares of Danskin, Inc. Common Stock. These employee, Company match and discretionary Company contributions are all deposited in the investment programs made available by the Plan in multiples of 10% as directed by the participant. In the case of discretionary contributions made in shares of Danskin, Inc. Common Stock, such contribution is deposited in the Danskin, Inc. Company Stock Fund. Such election by the participant may be revised on a monthly basis. In addition, the participant may transfer assets among funds as of the first of the month, but no more often than once every three consecutive months. Any amounts forfeited by terminated participants are used to reduce Company matching contributions. For the year ended December 31, 1996 approximately $30,432 were forfeited and used to reduce the Company Match. Allocations and Vesting: Investment income by fund is allocated to individual accounts monthly based on the proportion each account bears to the total of all account balances within the Fund which earned the income. F-7 Plan participants are at all times 100% vested in the value of their contributions and rollover accounts. Participants who were eligible participants on June 30, 1989 are 100% vested in the value of their Company match and discretionary Company contributions. For employees who became eligible participants in the Plan after June 30, 1989, all company-matching contributions vest in accordance with the following schedule: Years of Company Service Percentage Vested ------------------------ ----------------- Less than 3 0% 3 33% 4 66% 5 100% Participants also become 100% vested in their Company match and discretionary Company contribution accounts upon termination of employment due to death or disability, retirement or termination of the Plan. Upon termination of employment, any portion of a participant's company-matching account that is not vested is forfeited. Forfeitures are used to reduce subsequent Company contributions. Benefit Distributions: Upon termination for any reason, participants are entitled to all of their vested balances in a lump sum payment, or with respect to the Danskin, Inc. Company Stock Fund, may elect to receive that portion of their distribution in shares of Company stock. The Plan includes a loan feature whereby participants may borrow up to 50% of their vested account balances (minimum $1000, maximum $50,000). Such loans are at the discretion of the Employee Benefits Committee and are repayable within five years (up to ten years for loans to buy a primary residence) and bear interest at a rate in conformity with Department of Labor Regulations. The Plan also includes a provision for withdrawals under certain circumstances, as defined in the Plan, under which participants may withdraw all or a portion of their vested account balances. Under the Plan, a participant may not replace any amounts voluntarily withdrawn. The Company has the right to modify or amend the Plan in whole or in part at any time, provided such amendment does not reduce accrued benefits. F-8 2. Summary of Significant Accounting Policies a) Basis of Presentation: The accompanying financial statements have been prepared on the accrual basis of accounting, however, obligations for withdrawals and distributions are recorded when paid. b) Valuation of Investments: Investments included in the Statements of Net Assets Available for Plan Benefits are recorded in the following manner: Travelers Insurance Capital Preservation Fund - Twelve month instruments bearing interest at market rates which are valued at cost which approximates market. Fidelity Advisor Growth Opportunities Portfolio - at fair value based on quotation from NASDAQ. Fidelity Advisor High Yield Fund - at fair value based on quotation from NASDAQ. MSF Emerging Growth Fund - at fair value based on quotation from NASDAQ. Vanguard Index Fund - at fair value based on quotation from NASDAQ. Danskin, Inc. Company Stock Fund - at fair value based on quoted market price from NASDAQ. c) Administrative Expenses: Administrative expenses incurred by the Plan have been absorbed by the Sponsor of the Plan. Such administrative expenses are not significant to the accompanying financial statements. F-9 d) Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. e) Risks and Uncertainties: The Plan provides for various investment options in any combination of stocks, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. 3. Treasury Trust Fund All investment and withdrawal activity is processed through liquid assets holding accounts held by the Trustee. Such accounts are considered cash equivalents and all funds deposited remain for periods not to exceed ninety days. These accounts are not participant directed investment options, but rather a flow-through vehicle for processing investment and withdrawal activity. 4. Investment Funds The plan offers six investment funds. The Travelers Insurance Capital Preservation Fund invests in twelve month instruments. The Fidelity Growth Opportunity Fund consists of investments in common and preferred stocks of various companies. The Fidelity Advisor High Yield Fund primarily invests in U.S. Government securities and bonds. The Danskin, Inc. Company Stock Fund invests in the common stock of Danskin, Inc. purchased either from the Company or in the market at prevailing market rates. The MFS Emerging Growth Fund, consists of common stocks of emerging smaller size companies with new or innovative products. The sixth investment fund, the Index Fund, was established effective June 1, 1996. It is managed by Vanguard and invests in the common stock of companies included in the Standard & Poor's 500 index. F-10 Effective June 1, 1996, the following investment funds were replaced by new investment options. o The Capital Preservation Fund was replaced by the Traveler's Insurance Capital Preservation Fund. o The Conservative Equity Fund was replaced by the Fidelity Advisor Growth Opportunities Portfolio. o The Income Fund was replaced by the Fidelity Advisor High Yield Fund. o The Aggressive Equity Fund was replaced by the MFS Emerging Growth A Fund. o The Danskin, Inc. Company Stock Fund remains unchanged. The intent of the new investment options mirrors the old investment options. Participants may reinvest their contributions, matching company contributions, discretionary company contributions and rollover contributions in multiple of 10% in any combination among these funds. The number of participants in each fund was as follows:
Dec. 31 Dec.31 1996 1995 ------- ------ Travelers Insurance Capital Preservation Fund (1996) 205 268 Capital Preservation Fund - Series E (1995) Fidelity Advisor Growth Opportunities Portfolio (1996) 180 156 Dreyfus Fund (Conservative Equity Fund 1995) Fidelity Advisor High Yield Fund Class B (1996) 121 126 Dreyfus Short Intermediate Government Fund (Income Fund 1995) MFS Series Trust II Emerging Growth Fund Class A (1996) 128 244 Dreyfus New Leaders Fund (Aggressive Equity Fund 1995) Vanguard Index Trust 500 Portfolio 58 Danskin, Inc. Company Stock Fund 223 66
5. Termination of the Plan Although it has not expressed any intent to do so, the Company, by action of its Board of Directors, may terminate the Plan for any reason and at any time subject to the provisions of ERISA. Upon termination of the Plan, the rights of participants to the benefits accrued under the Plan to the date of termination become fully vested. F-11 6. Tax Status The Plan is intended to be qualified under section 401(a) of the Internal Revenue Code of 1986 (the "Code") and is intended to be exempt from taxation under Section 501(a) of the Code. The Plan received a favorable IRS determination letter dated February 2, 1996. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and the related trust was tax-exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. Accounting for Distribution to Withdrawn Participants All amounts elected to be withdrawn by participants are recorded only when disbursed by the Plan. As of December 31, 1996 and December 31, 1995, $342,745 and $13,020 respectively, has been allocated to accounts of persons who have withdrawn from participation in the earnings and operations of the Plan, but for which disbursement of these funds from the Plan has not yet been made. The following is a reconciliation of net assets available for plan benefits reported on the financial statements to the Form 5500:
December 31, 1996 December 31, 1995 ----------------- ----------------- Net assets available for plan benefits per the financial statements $6,655,145 $5,951,196 Amounts allocated to withdrawing participants (342,745) (13,020) --------- -------- Net assets available for plan benefits per $6,312,400 $5,938,176 the Form 5500 ========== ==========
F-12 The following is a reconciliation for withdrawals per the financial statement to the Form 5500:
Year Ended Year Ended December 31, 1996 December 31, 1995 ----------------- ----------------- Withdrawals per the financial statements $645,243 $952,985 Add: Amounts allocated to withdrawals $342,746 $13,020 at December 31, 1996 and December 31, 1995 Less: Amounts allocated to withdrawals (13,020) (242,587) at December 31, 1996 and 1995 -------- -------- Withdrawals per the Form 5500 $974,969 $723,418 ======== ========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for claims processed and approved for payment prior to December 31, 1996 and December 31, 1995, but not yet paid as of that date. 8. Change of Trustee Effective April 15, 1996, the members of the Employee Benefits Committee of Danskin, Inc. replaced Dreyfus Trust Company as Trustee with Sumitomo Bank of California as Successor Trustee. F-13 DANSKIN, INC. SAVINGS PLAN EMPLOYER IDENTIFICATION #72-1284179 PLAN #001 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500, ITEM 27(a) AS OF DECEMBER 31, 1996
No. of Shares/ Par Value Cost Market Value -------------- ---- ------------ Pooled Funds - ------------ Travelers Insurance Capital Preservation Fund 2,227,384 $2,250,901 $2,250,901 Mutual Funds - ------------ Fidelity Advisor Growth Opportunity 53,800 $1,722,841 $1,899,143 Fidelity Advisor High Yield Fund 57,618 $688,361 $701,206 MFS Service Trust II -- Emerging Growth Fund Class A 29,166 $792,206 $883,442 Vanguard Index Trust 500 Portfolio 5,431 $335,352 $375,571 Common Stock - ------------ Danskin, Inc. 85,255 $284,874 $191,824 -------- -------- Total Investments $6,074,535 $6,302,087 Loan Receivable $177,280 $177,280 Cash and Cash Equivalents $175,778 $175,778 -------- -------- Total Assets Held for $6,427,593 $6,655,145 Investment Purposes ========== ==========
S-1 DANSKIN, INC. SAVINGS PLAN SCHEDULE OF 5% REPORTABLE TRANSACTIONS FORM 5500 ITEM 27(d) FOR THE YEAR ENDED DECEMBER 1996 SINGLE TRANSACTIONS
Description Net Gain Cash and Cash Equivalents Purchase Sales Cost (or Loss) - ------------------------- -------- ----- ---- --------- Sumitomo Bank of California $4,772,459 $4,772,459 -- Money Market Premium Account Sumitomo Bank of California Money $4,772,459 Market Premium Account Pooled Funds - ------------ Capital Preservation Fund Series E 559,968 559,968 Capital Preservation Fund Series E 2,386,483 2,386,483 Travelers Capital Preservation Fund 2,386,483 Mutual Funds - ------------ Dreyfus Fund 1,438,002 1,698,361 $(260,359) Dreyfus Short Intermediate 617,484 643,283 (25,799) Government Fund Dreyfus New Leaders Fund 350,189 316,840 33,349 Fidelity Advisor High Yield Fund 1,438,002 Fidelity Advisor High Yield Fund 619,405 MFS Service Trust II Emerging 349,468 Growth Fund Class A
S-2 DANSKIN, INC. SAVINGS PLAN SCHEDULE OF 5% REPORTABLE TRANSACTIONS FORM 5500 ITEM 27(d) FOR THE YEAR ENDED DECEMBER 1996 SERIES OF TRANSACTIONS IN THE SAME SECURITY AND WITH THE SAME PERSON
Net Gain Description Purchase Sales Cost (or Loss) - ----------------- -------- ----- ---- ---------- Cash and Cash Equivalents - ------------------------- Dreyfus Liquid Assets Holding $ 647,995 $ 824,360 $ 824,360 --- Account(Dreyfus) 77 24 Number of Transactions Trust for Federal Securities Treasury Trust Fund (Sumitomo) 888,853 722,621 722,621 Number of Transaction 46 27 Sumitomo Bank of California Money Market Premium Account (Sumitomo) 4,798,245 4,798,245 4,798,245 Number of Transactions 2 2 Pooled Funds - ------------ Capital Preservation Fund - Series E 117,768 3,045,272 3,045,272 --- Number of Transactions (Drcyfus) 7 4 Capital Preservation Fund - Series E (Sumitomo) --- 2,952,769 2,952,769 --- Number of Transactions 3 Travelers Insurance Capital 2,434,558 241,594 $ 241,985 $ (391) Preservation Fund (Sumitomo) Number of Transactions Mutual Funds 65,928 1,641,357 1,698,982 (57,625) - ------------ 4 3 Dreyfus Fund (Dreyfus) Number of Transactions 1,456,272 1,667,339 (211,067) Dreyfus Fund (Sumitomo) 2 Number of Transactions Dreyfus Short Intermediate (Dreyfus) 50,149 772,576 807,217 (34,641) Government Fund 7 4 Number of Transactions
S-3 DANSKIN, INC. SAVINGS PLAN SCHEDULE OF 50% REPORT TABLE TRANSACTIONS FORM 5500 ITEM 27(d) FOR THE YEAR ENDED DECEMBER 1996 SERIES OF TRANSACTION IN THE SAME SECURITY AND WITH THE SAME PERSON (CONTINUED)
Net Gain Description Purchase Sales Cost (or Loss) - ----------- -------- ----- ---- --------- Dreyfus Short Intermediate Government Fund (Sumitomo) $702,283 Number of Transactions 2 $731,881 $(29,604) Dreyfus New Leaders Fund (Dreyfus) $ 95,235 385,992 Number of Transactions 5 1 316,840 69,152 Dreyfus New Leaders Fund (Sumitomo) 350,189 Number of Transactions 1 316,840 33,349 Fidelity Advisor Growth Opportunities Portfolio (Sumitomo) 1,636,890 18,036 Number of Transactions 4 3 15,596 2,440 Fidelity Advisor High Yield Fund Class B (Sumitomo) 702,720 52,385 Number of Transactions 4 3 51,578 807 MFS Series Trust II Emerging Growth Fund Class A (Sumitomo) 781,603 Number of Transactions 8 Vanguard Index Trust 500 Portfolio (Sumitomo) 329,886 87 Number of Transactions 5 1 81 6 Common Stock Danskin, Inc Common Stock Fund 18,443 113,921 Number of Transactions 9 8 144,253 (30,332)
There were no reportable series of non-security transactions with the same person. S-4 Pursuant to the requirement of the Securities Exchange Act of 1934, the undersigned member of the Employee Benefits Committee has duly caused this annual report to be signed on behalf of the Danskin, Inc. Savings Plan by the undersigned thereunto duly authorized. DANSKIN, INC. SAVINGS PLAN By: /s/ Beverly Eichel --------------------------- Beverly Eichel Chairperson of the Employee Benefits Committee Dated June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----