SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______
Commission File No. 1-2782
SIGNAL APPAREL COMPANY, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
Indiana 62-0641635
- ------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
200 Manufacturers Road, Chattanooga, Tennessee 37405
- ---------------------------------------------- ----------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (423) 266-2175
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------------------------- --------------------------
Common Stock: Par value $.01 a share New York Stock Exchange
Indicate by a 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 requirement 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 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. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant: $10,157,464 calculated by using the closing price on the New
York Stock Exchange on March 27, 1997 of the Company's Common stock, and
excluding common shares owned beneficially by directors and officers of the
Company, and by certain other entities, who may be deemed to be "affiliates",
certain of whom disclaim such status.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of March 17, 1997
- ------------------------------ --------------------------------
Common Stock, $.01 par value 11,578,046 shares
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the year ended
December 31, 1996, which was filed with the Commission on March 31, 1997:
Part III, Item 10:
-----------------
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
---------------------------------------------------
Directors
---------
The following is a list of the names, ages, positions held with the Company and
business experience during the past five years of all nominees for director:
Year
First
Business Experience and Became A
Name and Address Age Directorships Director
- ---------------- --- ----------------------- -------
Barton J. Bresky 65 President and Chief Executive 1996
200-A Manufacturers Rd. Officer of the Company since
Chattanooga, TN 37405 December of 1996; President of
Signal Artwear division of the
Company, January 1995 to
December 1996; Consultant in
various capacities in the
apparel industry until 1995.
Jacob I. Feigenbaum 49 President of Miracle Suit by Swim 1994
c/o Miracle Suit Shaper since February 1996;
1411 Broadway, 30th Floor President and owner of Sea Q.
New York, NY 10018 America, August 1994 to 1996;
President of Robby Len Swimwear
division of Apparel America, 1980
to 1994.
Paul R. Greenwood 50 Managing General Partner of Walsh, 1990
One East Putnam Avenue Greenwood & Co., a broker-dealer
Greenwich, CT 06830 engaged in effecting transactions
in securities for others and for
its own account.
Year
First
Business Experience and Became A
Name and Address Age Directorships Director
- ---------------- --- ----------------------- -------
Leon Ruchlamer 68 Vice Chairman of the Board of 1995
200-A Manufacturers Road Directors of the Company since
Chattanooga, TN 37405 August 1995; President of the
Company, February 1995 to August
1995; Consultant within apparel and
textile industry, 1992 to January
1995.
Stephen Walsh 52 General Partner of Walsh, Greenwood 1990
3333 New Hyde Park Road & Co., broker-dealer engaged in
North Hills, NY 11040 effecting transactions in
securities for others and for its
own account.
William H. Watts 56 Executive Vice President and Chief 1995
200-A Manufacturers Road Financial Officer since February
Chattanooga, TN 37405 1995; Consultant for Michelle St.
John International Design and
Charles Komar & Sons, March 1994 to
January 1995; Vice President/Chief
Financial Officer of Land'n Sea,
Inc., 1990 to 1994.
The information set forth above with respect to the principal occupation
or employment of each nominee during the past five years has been furnished to
the Company by the respective nominee.
Pursuant to an agreement among the Company and certain shareholders (Walsh
Greenwood & Co., WG Trading Company Limited Partnership, FS Signal Associates,
L.P. and FS Signal Associates II, L.P.), FS Signal Associates, L.P. and FS
Signal Associates II, L.P., collectively, have the right beginning this year
and ending in 2001 to nominate two directors to be included in the slate of
nominees.
Executive Officers
------------------
The following is a list of the names, ages, positions with the Company and
business experience during the past five years of the executive officers of the
Company:
Name Age Office and Business Experience
- ------------------ --- ------------------------------
Barton J. Bresky 65 President and Chief Executive Officer of the
Company since December 1996; President of
Signal Artwear division of the Company,
January 1995 to December 1996; Consultant in
various capacities in the apparel industry
until 1995.
Leslie W. Levy 59 Vice President of the Company and President
of the Heritage Sportswear business unit of
the Company since 1977.
Robert J. Powell 48 Vice President/International and Licensing
and General Counsel since September 1992;
Secretary since January 1993; Vice President
of International and Domestic Licensing of
Champion Products, Inc., May 1990 to
September 1992; General Counsel and Secretary
of Champion Products, Inc., June 1987 to
September 1992.
Leon Ruchlamer 68 Vice Chairman of the Board of Directors of
the Company since August 1995; President of
the Company, February 1995 to August 1995;
Consultant within apparel and textile
industry, 1992 to January 1995.
William H. Watts 56 Executive Vice President and Chief Financial
Officer since February 1995; Consultant for
Michelle St. John International Design and
Charles Komar & Sons, March 1994 to January
1995; Vice President/Chief Financial Officer
of Land'n Sea, Inc., 1990 to 1994.
Officers are elected annually and serve at the pleasure of the Board of
Directors. There is no family relationship between any of the above executive
officers, directors and nominees for director.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange Commission thereunder require the Company's executive
officers and directors and persons who own more than ten percent of the
Company's Common Stock, as well as certain affiliates of such persons, to file
initial reports of ownership and monthly transaction reports covering any
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and persons owning more
than ten percent of the Company's Common Stock are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all such
reports they file. Based solely on its review of the copies of such reports
received by it and written representations that no other reports were required
for those persons, the Company believes that during 1996 all filing
requirements applicable to its executive officers, directors and owners of more
then ten percent of the Company's Common Stock were complied with except for
one late filing by Barton Bresky, President, Chief Executive Officer and a
Director.
Part III, Item 11:
------------------
EXECUTIVE COMPENSATION
----------------------
Set forth below is a summary of the annual and long-term compensation paid by
the Company for each of the last three fiscal years to: (i) Bruce E. Krebs, the
Company's President and Chief Operating Officer until December 6, 1996; (ii)
Barton J. Bresky, the Company's Chief Executive Officer since December 6, 1996,
and (iii) the Company's other four most highly compensated executive officers
serving as of December 31, 1996 (the "Named Executives"). Mr. Krebs, who, as
the Company's highest ranking executive office and as President and Chief
Operating Officer was considered the Company's chief executive officer during
his tenure.
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------
Pay-
Annual Compensation Awards outs
----------------------- ------------ ----- ----------
Secur-
ities
Underly- LTIP All Other
Name and Other Annual ing Pay- Compen-
Principal Salary Compensation Options/ outs sation
Position Year ($) Bonus($) ($) SARs (#) ($) ($)(4)
- -------------- ---- ------- -------- ------------ --------- ---- ----------
Bruce E. 1996 280,769 -- 28,332(1) -- -- 1,813
Krebs, 1995 126,154 -- 64,379 100,000 -- 370
President &
Chief
Operating
Officer
(until
December
1996)
Barton J. 1996 108,608 -- 40,092(2) -- -- 7,273
Bresky,
President &
Chief
Executive
Officer
(since
December
1996)
Robert J. 1996 185,000 -- -- -- -- 5,645
Powell, 1995 191,125 -- -- 50,000 -- 5,595
Vice 1994 125,375 -- -- 75,000 -- 3,700
President
and
Secretary
William 1996 175,000 -- 33,630(3) -- -- 6,978
Watts, 1995 168,370 -- 55,543 100,000 -- 1,610
Executive
Vice
President &
Chief
Financial
Officer
Leon 1996 155,200 -- -- -- -- 2,671
Ruchlamer 1995 203,400 -- -- 100,000 -- 6,220
Vice
Chairman of
the Board
Leslie W. 1996 145,000 -- -- -- -- 9,062
Levy, Vice 1995 145,000 -- -- -- -- 8,872
President 1994 128,690 30,000 -- -- -- 8,204
and
President
Heritage
Sports-wear
NOTES TO TABLE OF SUMMARY COMPENSATION TABLE
(1) This amount consisted entirely of moving and temporary living expenses and
related reimbursements.
(2) $30,492 of this amount consisted of moving and temporary living expenses and
related reimbursements.
(3) $29,784 of this amount consisted moving and temporary living expenses and
related reimbursements.
(4) These amounts include the portion of life insurance premiums paid by the
Company that represents term life insurance on Messrs. Krebs, Bresky,
Powell, Watts, Ruchlamer and Levy. In 1996, these amounts were $813, $4,284,
$1,760, $2,750, $2,671 and $6,086, respectively. All other amounts represent
Company matching contributions to a 401(k) plan maintained by the Company
for the accounts of Messrs. Krebs, Bresky, Powell, Watts and Levy. In 1996,
these amounts were $1,000, $2,989, $3,855, $4,228 and $2,976, respectively.
The following table provides information about options held by the Named
Executives. The 1985 Stock Option Plan does not provide for the granting of
stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of Unexercised
Securities In-the-
Underlying Money
Unexercised Options/
Options/ SARs at
SARs at FY-
FY-End (#) End ($)(1)
Shares Exercisa- Exercisa-
Acquired Value ble/ ble/
on Exercise Realized Unexercis- Unexercis-
Name (#) ($) able able
- ---- ----------- -------- ------------ -----------
Bruce E. -- -- 0 exer. --
Krebs 0 unex. --
Barton J. -- -- 0 exer. --
Bresky 0 unex. --
Robert J. -- -- 125,000 --
Powell exer./
0 unex. --
Leon -- -- 100,000 --
Ruchlamer exer./
0 unex. --
William H. 50,000 150,000 50,000 --
Watts exer./
0 unex. --
Leslie W. -- -- 22,500 --
Levy exer./
7,500 --
unex.
(1) Value of unexercised in-the-money options based on a fair market value of a
share of the Company's Common Stock of $3.00 as of December 31, 1996. Based on
such value, none of the options held by any of the Named Executives were "in-
the-money" at December, 31, 1996.
Compensation Committee Interlocks And Insider Participation
-----------------------------------------------------------
Barton J. Bresky, Jacob I. Feigenbaum, and Paul R. Greenwood are the current
members of the Board's Compensation Committee. Mr. Bresky is President and
Chief Executive Officer of the Company.
Effective March 31, 1995, the Company entered into a credit agreement with
Walsh Greenwood (the "Credit Agreement"). Under the Credit Agreement, Walsh
Greenwood lent the Company $15,000,000 for a three-year term. The terms of the
Credit Agreement initially included: (i) a maximum borrowing of $15,000,000;
(ii) the issuance to Walsh Greenwood of warrants to purchase 1,500,000 shares
of the Company's Common Stock at $2.25 per share, which warrants vested on the
basis of 100,000 warrants for each $1,000,000 drawn and which are exercisable
for three years from vesting (the "Fixed Rate Warrants"); (iii) the issuance to
Walsh Greenwood of warrants to purchase 1,500,000 shares of the Company's
Common Stock at a 25% discount to the 20 day average trade price in December
1996, which warrants vested upon the commitment by Walsh Greenwood of the full
amount of the credit and which are exercisable for three years beginning
January 1, 1997 at a price (pursuant to such terms) of approximately $2.42 per
share (the "Discount Rate Warrants"); (iv) all warrants issued have
antidilution provisions and registration rights no more favorable than the
equivalent provisions in other outstanding warrants issued to principal
shareholders of the Company, except that the registration rights shall include
three demand registrations; (v) stated interest upon the outstanding balance of
the credit at the rate of 25% per annum; (vi) all borrowings are secured by a
security interest in all assets of the Company currently pledged to two other
lenders, subordinate to the security interests of such lenders; and (vii) all
borrowings could be used only for working capital and could not be used to
repay any principal of any bank debt.
As additional conditions to the foregoing extension of credit, Walsh Greenwood
required that the Company obtain agreement from the holders of its preferred
stock (i) that they forgo accrual of all future dividends from January 1, 1995,
until the principal and interest of all the borrowing under the Credit
Agreement has been paid in full and (ii) that they grant the Company the right,
after repayment of a $6,500,000 NationsBank loan and the borrowing from Walsh
Greenwood, to redeem the outstanding shares of preferred stock with shares of
its Common Stock valued for such purpose at $7.00 per share, which right of
redemption will extend until June 30, 1998.
Effective August 10, 1995, Walsh Greenwood and the Company agreed to increase
the principal amount available under the Credit Agreement to $20 million. In
consideration of this additional extension of credit, the Company issued to
Walsh Greenwood an additional 500,000 Fixed Rate Warrants and an additional
500,000 Discount Rate Warrants. As of the date hereof, all Fixed Rate Warrants
and all Discount Rate Warrants have vested, and all such warrants are presently
exercisable. Effective December 1, 1995, the Credit Agreement, all Fixed Rate
Warrants and all Discount Rate Warrants were assigned to WG Trading Company
Limited Partnership ("WG Trading").
From June 1996 through April 3, 1997, WG Trading Limited Partnership advanced
an additional $18,234,000 principal amount under terms substantially similar to
the Credit Agreement. The Company has agreed in principle, subject to approval
by its Board of Directors, to amend the Credit Agreement and other relevant
collateral documents to include the additional $18,234,000 and, in
consideration of these advances, to issue to WG Trading,
subject to shareholder approval in accordance with the requirements of the New
York Stock Exchange, warrants to purchase additional shares of the Company's
Common Stock in an amount, at a price, and subject to such additional terms as
may be agreed upon by the parties.
As of December 31, 1996, the Company had not met certain conditions contained
in the Credit Agreement. In March 1997, in consideration of WG Trading waiving
said conditions, the Company agreed in principle, subject to approval by its
Board of Directors and shareholders, to issue to WG Trading warrants to
purchase additional shares of the Company's Common Stock in an amount, at a
price, and subject to such additional terms as may be agreed upon by the
parties.
Stephen Walsh, a director of the Company, and Paul Greenwood, a director of the
Company and a member of the Compensation Committee, are the general partners of
both Walsh Greenwood and WG Trading Company.
Employment Agreements
---------------------
Bruce E. Krebs was employed by the Company from August 1995 until December 6,
1996, when he was replaced by Barton J. Bresky. Pursuant to the terms of his
employment agreement, Mr. Krebs was paid and annual base salary of $300,000,
and he was eligible to receive an annual bonus equal to 10% of the Company's
pre-tax earnings up to $5 million and 5% of the Company's pre-tax earnings in
excess of $5 million. As an inducement to employment, the Company granted Mr.
Krebs options to purchase 100,000 shares of Common Stock with an exercise price
per share of $5.56 (the market price on the date of grant), exercisable one
year from the date of grant and governed by the Company's 1985 Stock Option
Plan. Pursuant to the terms of the Company's 1985 Stock Option Plan, said
options terminated upon the termination of Mr. Krebs' employment with the
Company. In the event that Mr. Kreb's employment had terminated for cause or
in the event of Mr. Kreb's death or disability, he or his legal representative
would have received payment
of all accrued compensation and any reimbursements
due. In the event the Company had terminated Mr. Krebs' employment without
cause, he would have been entitled to a severance payment equal to one year's
salary and any pro-rated bonus payment due. In the event of a merger,
consolidation, buyout or reorganization of the Company, Mr. Krebs would have
had the option of terminating his employment with the Company and receiving a
severance payment equal to one year's salary and any pro-rated bonus payment
due. Mr. Krebs is bound by a covenant not to compete that survives termination
of the agreement for one year.
Leon Ruchlamer was employed as President from February 1995 until August 1995,
and as Vice Chairman of the Board of Directors from August 1995 until January
1997. He presently serves as a consultant to the Company. His employment
agreement has a three year term, commencing January 1, 1995. Pursuant to the
terms of his employment agreement, Mr. Ruchlamer's annual base salary was
$151,200 for 1995, $175,200 for 1996 and is $199,200 for 1997. Mr. Ruchlamer's
agreement was amended to provide that he be paid $30,000 per month for the
months of October, November and December 1995; effective January 1, 1996, his
salary returned to the original terms of his agreement. He is eligible to
receive an annual bonus if the Company makes an annual profit on an EBIT basis.
His bonus is based upon his personal performance and the Company's performance
on a whole. Subject to the profitability of the Company, Mr. Ruchlamer was
eligible for an $80,000 bonus in 1995, a $120,000 bonus in 1996 and is eligible
for a $120,000 bonus in 1997. As an inducement to employment, the Company
granted Mr. Ruchlamer options to purchase 100,000 shares of Common Stock
effective February 24, 1995, with an exercise price per share of $4.00 ($3.75
below the market price on the date of grant), exercisable one year from the
date of grant and governed by the Company's 1985 Stock Option Plan. In the
event that Mr. Ruchlamer's employment is terminated for reasons other than for
good cause, Mr. Ruchlamer shall receive a severance payment equal to one year's
salary or, if there is less than one year remaining on his employment
agreement, the salary due for the remaining term of his employment agreement.
William H. Watts was employed February 1995 as Chief Financial Officer and
Executive Vice President pursuant to an employment agreement with a three year
term. Pursuant to the terms of his employment agreement, Mr. Watts' annual
base salary is $175,000. He is eligible to receive an annual bonus based upon
his personal performance and the Company's performance. For 1995, the bonus
was discretionary; for 1996 and 1997 the Company determines at the commencement
of each year the level of eligible bonus participation and the performance
criteria for that level of bonus. As an inducement to employment, the Company
gave Mr. Watts an allowance of approximately $80,000 to cover the expenses of
his relocation to the Company's corporate offices and granted him options to
purchase 100,000 shares of Common Stock effective February 24, 1995, with an
exercise price per share of $4.00 ($3.75 below the market price on the date of
grant), exercisable one year from the date of grant and governed by the
Company's 1985 Stock Option Plan. In the event that Mr. Watts' employment is
terminated for reasons other than for good cause, Mr. Watts shall receive a
severance payment equal to one year's salary or, if there is less than one year
remaining on his employment agreement, the salary due for the remaining term of
his employment agreement.
Robert J. Powell was employed September 1992 as Vice President/International
and Licensing and, effective January 1993, as Secretary of the Company.
Pursuant to the terms of his employment agreement, as amended, Mr. Powell's
annual base salary is not to be less than $185,000, with the right to
participate in the
Company's bonus plan and receive an annual bonus of up to
40% of his annual base salary. In order to participate in the Management
Incentive Plan, which was in effect 1993-94, Mr. Powell agreed to an amendment
to his employment agreement, pursuant to which he agreed, among other things,
to a 15% reduction in his annual base salary from September 1, 1993 until
October 31, 1994 (in 1995, the amount of this reduction was paid to Mr. Powell
in a lump sum payment). The Company agreed (i) to cancel the outstanding
options held by Mr. Powell to acquire 25,000 shares of Common Stock at a price
of $15.63 per share and reissue such options at an exercise price of $7.06 per
share and (ii) to issue 50,000 additional stock options in accordance with the
1985 Stock Option Plan at an exercise price of $7.06 per share. The exercise
prices for all such options issued pursuant to the amendment -- $7.06 per share
-- was the market price of the Common Stock at the time the amendment to his
employment agreement was negotiated. The reissued options vested and became
exercisable on August 13, 1994, one year from their date of grant.
Additionally, Mr. Powell is entitled to participate in all other incentive
bonus, stock option, savings and retirement programs and benefit programs
maintained for the Company's executive officers from time to time. In the
event of Mr. Powell's death, his legal representative shall receive payment of
all accrued salary and benefits, the equivalent of an additional six months'
base salary and a prorated portion of any bonus payable. In the event Mr.
Powell should terminate the agreement for Good Reason, as defined therein, or
if the Company should terminate the agreement other than for Cause or
Disability, as defined therein, Mr. Powell would be entitled to (i) all accrued
obligations; (ii) payment of an amount equal to the sum of his then current
base salary and most recent bonus times the greater of the remaining years of
the agreement or two years; and (iii) payment of a lump-sum amount equal to
what he would have received under the various retirement programs had the
agreement continued for the full term. In a subsequent amendment to his
employment agreement and in consideration for Mr. Powell receiving an increase
in his base salary to $185,000 from $140,000, Mr. Powell agreed that the amount
of his base salary increase would be deducted from any obligations of the
Company pursuant to the foregoing formula. Mr. Powell is bound by a covenant
not to compete that survives termination of the agreement for one year, except
in the event of a termination by the Company that constitutes a breach of the
agreement. Upon termination, previously granted stock options become
immediately exercisable. Mr. Powell's employment agreement provides further
that it shall be binding on any successor to the Company, whether by merger or
otherwise. His present employment agreement expires in September 1997.
Part III, Item 12:
------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth certain information regarding beneficial
ownership of the Company's equity securities as of March 31, 1997, by each
shareholder that the Company knows to own beneficially more than 5% of the
issued and outstanding shares of the Company's Common Stock, director of the
Company, nominee for director, Named Executive (as defined herein) and by the
directors and Named Executives of the Company as a group.
Amount and
Nature
of
Name and Address of Beneficial Title of Beneficial Percent of
Owner Class Ownership(1) Class
- ----------------------------------- ------------ ---------------- -----------
FS Signal Associates, L.P.; FS Common Stock 8,514,282 53.5%
Signal Associates II, L.P.; FS $.01 par
Signal, Inc.; and value
Kevin S. Penn, as a group
65 E. 55th St., 18th Floor Series A
New York, New York 10022 (2) Preferred 327.087 100%
Stock
$100,000
stated value
Series C
Preferred
Stock 139.709 44%
$100,000
stated value
Kevin S. Penn Common Stock 8,514,282 53.5%
65 E. 55th St., 18th Floor $.01 par
New York, New York 10022 (2) value
Series A
Preferred 327.087 100%
Stock
$100,000
stated value
Series C
Preferred
Stock 139.709 44%
$100,000
stated value
Amount and
Nature
of
Name and Address of Beneficial Title of Beneficial Percent of
Owner Class Ownership(1) Class
- ----------------------------------- ------------ ------------ -----------
FS Signal, Inc. Common Stock 8,214,282 52.6%
65 E. 55th St., 18th Floor $.01 par
New York, New York 10022(2)(3) value
Series A 327.087 100%
Preferred
Stock
$100,000
stated value
Series C
Preferred 139.709 44%
Stock
$100,000
stated value
FS Signal Associates, L.P. Common Stock 3,715,983 30.2%
c/o Kenneth Musen $.01 par
157 Church Street, Box 426 value
New Haven, Connecticut 06502
(2)(4) Series C
Preferred 130.334 41%
Stock
$100,000
stated value
FS Signal Associates II, L.P. Common Stock 4,498,299 30.2%
c/o Kenneth Musen $.01 par
157 Church Street, Box 426 value
New Haven, Connecticut 06502
(2)(5) Series A
Preferred 327.087 100%
Stock
$100,000
stated value
Series C
Preferred
Stock 9.375 3%
$100,000
stated val.
Amount and
Nature
of
Name and Address of Beneficial Title of Beneficial Percent of
Owner Class Ownership(1) Class
- ----------------------------------- ------------ ------------ -----------
Walsh Greenwood & Co.; Stephen Common Stock 9,418,049 56.9%
Walsh; Paul R. Greenwood; WG $.01 par
Partners, L.P.; and WG Trading value
Company Limited Partnership,
as a group Series C
One East Putnam Avenue Preferred 177.969 56%
Greenwich, Connecticut 06830 Stock
(6) $100,000
stated value
Walsh Greenwood & Co. Common Stock 3,963,449 34.2%
One East Putnam Avenue $.01 par
Greenwich, Connecticut 06830 value
(6)(7)
WG Partners, L. P. Common Stock 2,700,149 23.3%
One East Putnam Avenue $.01 par
Greenwich, Connecticut 06830 value
(6)(7)
WG Trading Company Common Stock 5,454,600 33%
Limited Partnership $.01 par
One East Putnam Avenue value
Greenwich, Connecticut 06830
(6)(7) Series C
Preferred 177.969 56%
Stock
$100,000
stated value
Amount and
Nature
of
Name and Address of Beneficial Title of Beneficial Percent of
Owner Class Ownership(1) Class
- ------------------------------- ------------ ---------------- -----------
Kidd, Kamm Equity Partners, Common Stock 1,284,220 11.1%
L.P. $.01 par
Three Pickwick Plaza value
Greenwich, Connecticut 06830
Marvin J. Winkler Common Stock 1,000,000 8.6%
25502 Rodeo Circle $.01 par
Laguna Hills, CA 92653 value
Barton J. Bresky Common Stock
$.01 par __ __
value
Jacob I. Feigenbaum Common Stock __ __
$.01 par
value
Paul R. Greenwood (6)(7) Common Stock 9,418,049 56.9%
$.01 par
value
Series C
Preferred 177.969 56%
Stock
$100,000
stated value
Leon Ruchlamer (8) Common Stock 100,000 1%
$.01 par
value
Amount and
Nature
of
Name and Address of Beneficial Title of Beneficial Percent of
Owner Class Ownership(1) Class
- ------------------------------ ------------ --------------- ----------
Stephen Walsh (6)(7) Common Stock 9,418,049 56.9%
$.01 par
value
Series C
Preferred 177.969 56%
Stock
$100,000
stated value
William H. Watts (8) Common Stock
$.01 par
value 50,000 *
Bruce E. Krebs Common Stock -- --
$.01 par
value
Leslie W. Levy (9) Common Stock 32,778 *
$.01 par
value
Robert J. Powell (8) Common Stock 125,000 1.1%
$.01 par
value
All directors and executive Common Stock 9,625,827 57.1%
officers as a group (10) $.01 par value
- ------------
* Less than 1%
NOTES TO TABLE OF BENEFICIAL OWNERSHIP
(1) As of April 28, 1997, the Company had issued and outstanding 11,578,046
shares of Common Stock, 327.087 shares of Series A Preferred Stock and
317.678 shares of Series C Preferred Stock. In general, a person is deemed
to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or direct the voting of
such security, or "investment power," which includes the power to dispose
of or to direct the disposition of such security, or if a person has the
right to acquire either voting power or investment power over such security
through the exercise of an option or the conversion of another security
within 60 days. More than one person may be a beneficial owner of the same
security, and a person may be deemed to be a beneficial owner of securities
as to which he has no personal economic interest or which he may not vote.
In the case of persons who hold options or warrants to purchase shares of
Common Stock that are exercisable either immediately or within 60 days of
March 31, 1997, the shares of Common Stock represented thereby have been
treated as outstanding for purposes of calculating the ownership totals and
percentages (and the percentage of voting power) for only the persons
holding such options and warrants, and have not otherwise been treated as
outstanding shares.
(2) FS Signal Associates, L.P. ("FS Signal"); FS Signal Associates II, L.P.
("FS Signal II"); FS Signal, Inc. ("FSSI"); and Kevin S. Penn ("Penn") have
filed a report, as a group, on Schedule 13D disclosing their various
relationships. Such persons may be deemed to be a group for purposes of
the beneficial ownership of the securities disclosed in the table, although
they disclaim membership in a group. The 8,514,282 shares of Common Stock
include (i) 2,980,983 shares of Common Stock held directly by FS Signal;
(ii) 1,185,799 shares of Common Stock held directly by FS Signal II; (iii)
warrants held directly by FS Signal to acquire 735,000 shares of Common
Stock; (iv) warrants held directly by FS Signal II to acquire 3,312,500
shares of Common Stock; and (v) warrants held directly by Penn to acquire
300,000 shares of Common Stock. The 327.087 shares of Series A Preferred
Stock are held directly by FS Signal II. The 139.709 shares of Series C
Preferred Stock include (i) 130.334 shares of Series C Preferred Stock held
directly by FS Signal and (ii) 9.375 shares of Series C Preferred Stock
held directly by FS Signal II. The reporting persons may be deemed to be
members of a group and, accordingly, could each be deemed to have
beneficial ownership (by virtue of Rule 13(d)-5) of all shares of Common
Stock, Series A Preferred Stock and Series C Preferred Stock held directly
by the various members of the group. Except as disclosed herein, no other
entity or person that may be deemed to be a member of the group holds
direct beneficial ownership of any Common Stock, Series A Preferred Stock
or Series C Preferred Stock. Penn is the President of FSSI, which is the
general partner of both FS Signal and FS Signal II. Both FS Signal and FS
Signal II are limited partnerships. Pursuant to both the bylaws of FSSI
and an understanding among the limited partners of FS Signal and FS Signal
II, Penn, as President of FSSI, has the sole voting and investment power
over the securities held by both limited partnerships.
(3) As the general partner of both FS Signal Associates, L.P. ("FS Signal") and
FS Signal Associates II, L.P. ("FS Signal II"), FS Signal, Inc. ("FSSI")
may be deemed to be the beneficial owner of (i) 2,980,983 shares of Common
Stock held directly by FS Signal; (ii) 1,185,799 shares of Common Stock
held directly by FS Signal II; (iii) warrants held directly by FS Signal to
acquire 735,000 shares of Common Stock; (iv) warrants held directly by FS
Signal II to acquire 3,312,500 shares of Common Stock; (v) 327.087 shares
of Series A Preferred Stock held directly by FS Signal II; (vi) 130.334
shares of Series C Preferred Stock held directly by FS Signal; and (vii)
9.375 shares of Series C Preferred Stock held directly by FS Signal II.
Kevin S. Penn ("Penn") is the President of FSSI. Pursuant to both the
bylaws of FSSI and an understanding among the limited partners of FS Signal
and FS Signal II, Penn, as President of FSSI, has the sole voting and
investment power over the securities held by both limited partnerships.
(4) FS Signal Associates, L.P. ("FS Signal"), a Connecticut limited
partnership, owns directly (i) 2,980,983 shares of Common Stock; (ii)
warrants to acquire 735,000 shares of Common Stock; and (iii) 130.334
shares of Series C Preferred Stock. Kevin S. Penn, in his capacity as
President of FS Signal, Inc., the general partner of FS Signal, may be
deemed to own beneficially all shares of Common Stock and Series C
Preferred Stock held by FS Signal.
(5) FS Signal Associates II, L.P. ("FS Signal II"), a Connecticut limited
partnership, owns directly (i) 1,185,799 shares of Common Stock; (ii)
warrants to acquire 3,312,500 shares of Common Stock; (iii) 327.087 shares
of Series A Preferred Stock; and (iv) 9.375 shares of Series C Preferred
Stock. Kevin S. Penn, in his capacity as the President of FS Signal, Inc.,
the general partner of FS Signal II, may be deemed to own beneficially all
shares of Common Stock, Series A Preferred Stock and Series C Preferred
Stock held by FS Signal II.
(6) Walsh Greenwood & Co. ("Walsh Greenwood"); Walsh Greenwood's sole general
partners, Stephen Walsh ("Walsh") and Paul R. Greenwood ("Greenwood"); WG
Partners, L.P. ("WG Partners"); and WG Trading Company Limited Partnership
("WG Trading") have filed a report, as a group, on Schedule 13D disclosing
their various relationships. Such persons may be deemed to be a group for
purposes of the beneficial ownership of the securities disclosed in the
table, although they disclaim membership in a group. The 9,418,049 shares
of Common Stock include (i) 2,700,149 shares of Common Stock owned directly
by WG Partners; (ii) 479,600 shares of Common Stock owned directly by WG
Trading; (iii) 1,263,300 shares of Common Stock held directly by Walsh
Greenwood; and (iv) warrants to acquire a total of 4,975,000 shares of
Common Stock held by WG Trading. All 177.969 shares of Series C Preferred
Stock are held directly by WG Trading.
(7) Walsh Greenwood has the sole power to vote and dispose of 1,263,300 shares
of Common Stock (all of which shares are held by Walsh Greenwood on behalf
of certain managed accounts and as to which Walsh Greenwood has the voting
and investment power but does not have a pecuniary interest therein). WG
Trading has (i) the sole power to vote and dispose of the 479,600 shares of
Common Stock it owns directly; (ii) the sole
power to dispose of the warrants to acquire a total of 4,975,000 shares of
Common Stock, which warrants are exercisable by WG Trading's general
partners, Walsh and Greenwood; and (iii) the sole power to vote and dispose
of the 177.969 shares of Series C Preferred Stock that it owns directly. WG
Partners has the sole power to vote and dispose of the 2,700,149 shares of
Common Stock owned by it directly, which power is exercisable by its sole
general partner, Walsh Greenwood. Both Walsh and Greenwood, in their
capacities as general partners of both Walsh Greenwood and WG Trading, may
be deemed to share the power to vote and direct the disposition of the
shares of Common Stock and Series C Preferred Stock beneficially owned by
Walsh Greenwood, WG Trading and WG Partners.
(8) The beneficial ownership reported for Messrs. Levy, Powell and Watts
represents options that are immediately exercisable to acquire shares of
Common Stock, which were issued pursuant to the Company's 1985 Stock Option
Plan.
(9) This figure includes options that are immediately exercisable to acquire
22,500 shares of Common Stock which were issued pursuant to the Company's
1985 Stock Option Plan.
(10) This figure includes shares for which indirect beneficial ownership may be
attributed to certain directors of the Company, as discussed in Notes (6)
and (7) above. The figure includes warrants to acquire 4,975,000 shares of
Common Stock and options to acquire 297,500 shares of Common Stock. All
such warrants and options are immediately exercisable and, consequently,
have been treated as outstanding shares of Common Stock for calculations of
share ownership and voting power for the group of directors and executive
officers. See Note (1) above.
Part III, Item 13:
- ------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ----------------------------------------------
See discussion under heading "Compensation Committee Interlocks and Insider
Participation" in Part III, Item 11.
Part III, Item 14
- -----------------
Item 14 (a) (3) is hereby amended to read as follows:
(a) 3. Exhibits:
(2-1) Stock Purchase Agreement dated October 6, 1994, by and among the
Company, Kidd, Kamm Equity Partners, L.P., MW Holdings, L.P., and the additional
parties listed on the signature pages thereto. Incorporated by reference to
Exhibit 2-1 to current report on Form 8-K dated November 22, 1994. (S.E.C. File
No. 1-2782)
(2-2) Amendment, dated November 1, 1994, to Stock Purchase Agreement
dated October 6, 1994. Incorporated by reference to
Exhibit 2-2 to current report on Form 8-K dated November 22, 1994. (S.E.C. File
No. 1-2782)
(2-3) Amendment No. 2, dated November 21, 1994, to Stock Purchase
Agreement dated October 6, 1994. Incorporated by reference to Exhibit 2-3 to
current report on Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(3-1) Copy of Restated Articles of Incorporation, as amended November
15, 1995. Incorporated by reference to Exhibit 3-1 to Form 10-K for the year
ended December 31, 1995. (S.E.C. File No. 1-2782)
(3-2) Copy of Bylaws as amended March 23, 1992. Incorporated by
reference to Exhibit 3-2 to Form 10-K for the year ended December 31, 1991.
(S.E.C. File No. 1-2782)
(10-1) License Agreement, dated June 1, 1992, between the Company and
Joan Vass, Inc. Incorporated by reference to Exhibit 10-1 to Form 10-K for the
year ended December 31, 1992. (S.E.C. File No. 1-2782)
(10-2) Factoring Agreement dated as of May 23, 1991 between the
Company and BNY Financial Corporation, together with BNY Financial Corporation
General Security Agreement, Inventory Security Agreement, Equipment Security
Agreement, and related documents, all dated as of May 23, 1991 relating to a
$60,000,000) credit facility. Incorporated by reference to Exhibit 10-10 to
Form S-4 Registration Statement filed with the Commission on May 28, 1991.
(S.E.C. File No. 33-39843)
(10-3) Factoring Agreement dated as of July 25, 1991 between The Shirt
Shed, Inc. and BNY Financial Corporation. Incorporated by reference to Exhibit
10-1 to Current Report on Form 8-K dated July 22, 1991. (S.E.C. File No. 1-2782)
(10-4) General Security Agreement, Inventory Security Agreement,
Equipment Security Agreement, and related documents, all dated as of July 25,
1991 between The Shirt Shed, Inc. and BNY Financial Corporation. Incorporated
by reference to Exhibit 10-10 to Form 10-K for the year ended December 31, 1991.
(S.E.C. File No. 1-2782)
(10-5) Promissory Note of Signal Apparel Company, Inc., for $5,000,000
dated as of November 12, 1992, and payable to BNY Financial Corporation and
related letter dated October 15, 1992, canceling the Promissory Note for
$3,500,000 payable to BNY Financial Corporation. Incorporated by reference to
Exhibit 10-8 to Form 10-K for the year ended December 31, 1992. (S.E.C. File No.
1-2782)
(10-6) June 12, 1991 Letter Agreement to Factoring Agreement dated as
of May 23, 1991, between the Company and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-12 to Form
10-K for the year ended December 31, 1991. (S.E.C. File No. 1-2782)
(10-7) Letter Amendments, dated as of July 22, 1991, to Factoring
Agreements dated as of (i) May 23, 1991, between the Company and BNY Financial
Corporation, and (ii) July 25, 1991 between The Shirt Shed, Inc. and BNY
Financial Corporation. Incorporated by reference to Exhibit 10-13 to Form 10-K
for the year ended December 31, 1991. (S.E.C. File No. 1-2782)
(10-8) July 25, 1991 Letter Amendments to Factoring Agreement dated as
of July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-14 to Form 10-K for the year ended
December 31, 1991. (S.E.C. File No. 1-2782)
(10-9) July 25, 1991 Letter Amendments to Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-15 to Form 10-K for the year ended
December 31, 1991. (S.E.C. File No. 1-2782)
(10-10) Letter Amendment dated as of October 23, 1991, to prior Letter
Amendment, dated July 25, 1991, to factoring Agreements dated (i) May 23, 1991,
between the Company and BNY Financial Corporation, and (ii) July 25, 1991,
between The Shirt Shed, Inc. and BNY Financial Corporation. Incorporated by
reference to Exhibit 10-16 to Form 10-K for the year ended December 31, 1991.
(S.E.C. File No. 1-2782)
(10-11) January 24, 1992 Letter Amendment to Factoring Agreements
dated as of (i) May 23, 1991 between the Company and BNY Financial Corporation
and (ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial
Corporation. Incorporated by reference to Exhibit 10-14 to Form 10-K for the
year ended December 31, 1992. (S.E.C. File No. 1-2782)
(10-12) January 31, 1992 Letter Amendment to Factoring Agreement dated
as of May 23, 1991, between the Company and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-18 to Form 10-K for the year ended
December 31, 1991. (S.E.C. File No. 1-2782)
(10-13) February 21, 1992 Letter Amendments to Factoring Agreements
dated as of (i) May 23, 1991, between the Company and BNY Financial Corporation,
and (ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial
Corporation. Incorporated by reference to Exhibit 10-19 to Form 10-K for the
year ended December 31, 1991. (S.E.C. File No. 1-2782)
(10-14) Guaranty by the Company of obligations of The Shirt Shed, Inc.
to BNY Financial Corporation, dated July 25, 1991. Incorporated by reference to
Exhibit 10-21 to Form 10-K for the year ended December 31, 1991. (S.E.C. File
No. 1-2782)
(10-15) Guaranty by The Shirt Shed, Inc. of obligations of the Company
to BNY Financial Corporation, dated July 25, 1991. Incorporated by reference to
Exhibit 10-23 to Form 10-K for the year ended December 31, 1992. (S.E.C. File
No. 1-2782)
(10-16) Execution version (March 27, 1992) of Letter Amendment dated
as of January 24, 1992 to Factoring Agreements dated as of (i) May 23, 1991,
between the Company and BNY Financial Corporation, and (ii) July 25, 1991,
between The Shirt Shed, Inc. and BNY Financial Corporation. Incorporated by
reference to Exhibit 10-1 to Form 10-Q for the quarter ended March 31, 1992.
(S.E.C. File No. 1-2782)
(10-17) March 20, 1992 Letter Amendment to Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-2 to Form 10-Q for the quarter ended
March 31, 1992. (S.E.C. File No. 1-2782)
(10-18) March 28, 1992 Letter Amendment to Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991, between the Company and The Shirt Shed, Inc. Incorporated
by reference to Exhibit 10-3 to Form 10-Q for the quarter ended March 31, 1992.
(S.E.C. File No. 1-2782)
(10-19) July 31, 1992 Letter concerning Factoring Agreements dated as
of (i) May 23, 1991, between the Company and BNY Financial Corporation and (ii)
July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-4 to Form 10-Q for the quarter ended
September 30, 1992. (S.E.C. File No. 1-2782)
(10-20) November 12, 1992 Letter Amendment to Factoring Agreements
dated as of (i) May 23, 1991, between the Company and BNY Financial Corporation
and (ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial
Corporation. Incorporated by reference to Exhibit 10-24 to Form 10-K for the
year ended December 31, 1992. (S.E.C. File No. 1-2782)
(10-21) March 29, 1993 Letter Amendment to Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-25 to Form 10-K for the year ended
December 31, 1992. (S.E.C. File No. 1-2782)
(10-22) March 1, 1993 Letter concerning Factoring Agreements dated as
of (i) May 23, 1991, between the Company and BNY Financial Corporation and (ii)
July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-26 to Form 10-K for the year ended
December 31, 1992. (S.E.C. File No. 1-2782)
(10-23) May 14, 1993 Letter Amendment to Factoring Agreements dated as
of (i) May 23, 1991, between the Company and BNY Financial Corporation, and (ii)
July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-1 to Form 10-Q for the quarter ended
March 31, 1993. (S.E.C. File No. 1-2782)
(10-24) August 12, 1993 Letter Amendment to Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991, between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-5 to Form 10-Q for the quarter ended
June 30, 1993. (S.E.C. File No. 1-2782)
(10-25) November 8, 1993 Waiver concerning Factoring Agreements dated
as of (i) May 23, 1991, between the Company and BNY Financial Corporation, and
(ii) July 25, 1991 between The Shirt Shed, Inc. and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-7 to Form 10-Q for the quarter ended
September 30, 1993. (S.E.C. File No. 1-2782)
(10-26) Letter Agreement dated as of March 31, 1994 to Factoring
Agreements dated as of (i) May 23, 1991, between the Company and BNY Financial
Corporation, and (ii) July 25, 1991, between The Shirt Shed, Inc. and BNY
Financial Corporation. Incorporated by reference to Exhibit 10-28 to Form 10-K
for the year ended December 31, 1993. (S.E.C. File No. 1-2782)
(10-27) Subordination Agreement, dated March 31, 1994 between the
Company, FS Signal Associates I and BNY Financial Corporation. Incorporated by
reference to Exhibit 10-3 to Form 10-Q for the quarter ended March 31, 1994.
(S.E.C. File No. 1-2782)
(10-28) July 14, 1994 Letter Amendment to Factoring Agreements dated
as of (i) May 23, 1991 between the Company and BNY Financial Corporation and
(ii) July 25, 1991, between The Shirt Shed, Inc., and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-2 to Form 10-Q for the quarter ended
June 30, 1994. (S.E.C. File No. 1-2782)
(10-29) July 29, 1994 Letter Amendment to Factoring Agreement, dated
May 23, 1991 between the Company and BNY Financial Corporation, and The Shirt
Shed, Inc. as guarantor. Incorporated by reference to Exhibit 10-3 to the Form
10-Q for the quarter ended June 30, 1994. (S.E.C. File No. 1-2782)
(10-30) Promissory Note of the Company for $4,157,000 dated July 29,
1994 and payable to BNY Financial Corporation. Incorporated by reference to
Exhibit 10-4 to the Form 10-Q for the quarter ended June 30, 1994. (S.E.C. File
No. 1-2782)
(10-31) Promissory Note of the Company for $1,480,000 dated July 29,
1994 and payable to BNY Financial Corporation. Incorporated by reference to
Exhibit 10-5 to the Form 10-Q for the quarter ended June 30, 1994. (S.E.C. File
No. 1-2782)
(10-32) Guaranty by The Shirt Shed, Inc. of the obligations of the
Company to pay a Promissory Note in the amount of $1,480,000 to BNY Financial
Corporation. Incorporated by reference to Exhibit 10-6 to the Form 10-Q for the
quarter ended June 30, 1994. (S.E.C. File No. 1-2782)
(10-33) Deed to Secure Debt and Security Agreement dated July 29, 1994
between the Company and BNY Financial Corporation. Incorporated by reference to
Exhibit 10-7 to the Form 10-Q for the quarter ended June 30, 1994. (S.E.C. File
No. 1-2782)
(10-34) Real Estate Mortgage, Security Agreement, Assignment of Leases
and Rents, and Fixture Filing dated July 29, 1994 between the Shirt Shed, Inc.
and BNY Financial Corporation. Incorporated by reference to Exhibit 10-8 to the
Form 10-Q for the quarter ended June 30, 1994. (S.E.C. File No. 1-2782)
(10-35) Deed of Trust, Assignment of Leases and Security Agreement
dated July 29, 1994 between the Company and BNY Financial Corporation.
Incorporated by reference to Exhibit 10-9 to the Form 10-Q for the quarter ended
June 30, 1994. (S.E.C. File No. 1-2782)
(10-36) Letter Agreement dated September 1, 1994 between the Company,
BNY Financial Corporation, FS Signal Associates II and WG Trading Co.
Incorporated by reference to Exhibit 10-4 to the Form 10-Q for the quarter ended
September 30, 1994. (S.E.C. File No. 1-2782)
(10-37) November 14, 1994 Letter Amendment to Factoring Agreements
dated as of (i) May 23, 1991 between the Company and BNY Financial Corporation
and (ii) July 25, 1991 between The Shirt Shed, Inc. and BNY Financial
Corporation. Incorporated by reference to Exhibit 10-3 to current report on
Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(10-38) November 22, 1994 Letter Amendments to Factoring Agreements
dated as of (i) May 23, 1991 between the Company and BNY Financial Corporation
and (ii) July 25, 1991 between The Shirt Shed, Inc. and BNY Financial
Corporation. Incorporated by reference to Exhibit 10-4 to current report on
Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(10-39) Factoring Agreement dated as of November 22, 1994 between
American Marketing Works, Inc. and BNY Financial Corporation, together with
Equipment Security Agreement, Inventory Security Agreement and Trademark
Assignment of Security related thereto, all dated as of November 22, 1994
relating to a $14,000,000 credit facility. Incorporated by reference to Exhibit
10-5 to current report on form 8-K dated November 22, 1994. (S.E.C. File No. 1-
2782)
(10-40) November 22, 1994 Letter Amendment to Factoring Agreement
dated as of November 22, 1994 between American Marketing Works, Inc. and BNY
Financial Corporation. Incorporated by reference to Exhibit 10-6 to current
report on Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(10-41) November 22, 1994 Letter Amendments to Factoring Agreements
dated as of (i) May 23, 1991 between the Company and BNY Financial Corporation;
(ii) July 25, 1991 between the Shirt Shed, Inc. and BNY Financial Corporation;
and (iii) November 22, 1994 between American Marketing Works, Inc. and BNY
Financial Corporation. Incorporated by reference to Exhibit 10-7 to current
report on Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(10-42) Guaranty by the Company of obligations of American Marketing
Works, Inc. to BNY Financial Corporation, dated November 22, 1994. Incorporated
by reference to Exhibit 10-8 to current report on Form 8-K dated November 22,
1994. (S.E.C. File No. 1-2782)
(10-43) Guaranty by The Shirt Shed, Inc. of obligations of American
Marketing Works, Inc. to BNY Financial Corporation, dated November 22, 1994.
Incorporated by reference to Exhibit 10-9 to current report on Form 8-K dated
November 22, 1994. (S.E.C. File No. 1-2782)
(10-44) Guaranty by American Marketing Works, Inc. of obligations of
the Company to BNY Financial Corporation, dated November 22, 1994. Incorporated
by reference to Exhibit 10-10 to current report on Form 8-K dated November 22,
1994. (S.E.C. File No. 1-2782)
(10-45) Guaranty by American Marketing Works, Inc. of obligations of
The Shirt Shed, Inc. to BNY Financial Corporation, dated November 22, 1994.
Incorporated by reference to Exhibit 10-11 to current report on Form 8-K dated
November 22, 1994. (S.E.C. File No. 1-2782)
(10-46) Pledge Agreement, dated November 22, 1994, between the Company
and BNY Financial Corporation re: capital stock of The Shirt Shed, Inc. and
American Marketing Works, Inc. Incorporated by reference to Exhibit 10-12 to
current report on Form 8-K dated November 22, 1994. (S.E.C. File No. 1-2782)
(10-47) Letter Agreement dated March 30, 1995 amending the Factoring
Agreement dated as of May 23, 1991 by and between BNY Financial Corp. and the
Company waiving compliance with certain provisions thereof. Incorporated by
reference to Exhibit 10-1 to Form 10-Q for the quarter ended June 30, 1995.
(S.E.C. File No. 1-2782)
(10-48) Letter Amendment dated November 7, 1995 amending the Factoring
Agreements dated as of May 23, 1991 by and between BNY Financial Corp. and the
Company, dated July 25, 1991 by and between BNY Financial Corp. and Shirt Shed
and dated November 22, 1994 by and between BNY Financial Corp. and AMW waiving
compliance with certain provisions thereof. Incorporated by reference to
Exhibit 10-48 to Form 10-K for the year ended December 31, 1995. (S.E.C. File
No. 1-2782)
(10-49) Letter Amendment dated March 14, 1996 amending the Factoring
Agreements dated ass of May 23, 1991 by and between BNY Financial Corp. and the
Company, and dated July 25, 1991 by and between BNY Financial Corp. and Shirt
Shed waiving compliance with certain provisions thereof. Incorporated by
reference to Exhibit 10-49 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-50) Letter Amendment dated March 29, 1996, amending the Factoring
Agreements dated as of May 23, 1991, by and between BNY Financial Corp. and the
Company, and dated July 25, 1991, by and between BNY Financial Corp. and Shirt
Shed waiving compliance with certain provisions thereof. Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 1996.
(S.E.C. File No. 1-2782)
(10-51) Letter Amendment dated April 24, 1996, amending the Factoring
Agreements dated as of May 23, 1991, by and between BNY Financial Corp. and the
Company, and dated July 25, 1991, by and between BNY Financial Corp. and Shirt
Shed, amending certain provisions thereof. Incorporated by reference to Exhibit
10.2 to Form 10-Q for the quarter ended March 31, 1996. (S.E.C. File No. 1-2782)
(10-52) Letter Amendment dated August 9, 1996, amending the Factoring
Agreements dated as of May 23, 1991, by and between BNY Financial Corp. and the
Company, and dated July 25, 1991, by and between BNY Financial Corp. and Shirt
Shed waiving compliance with certain provisions thereof. Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 1996.
(S.E.C. File No. 1-2782)
(10-53) Letter Amendment dated October 31, 1996, amending the
Factoring Agreements dated as of May 23, 1991, by and between BNY Financial
Corp. and the Company, and dated July 25, 1991, by and between BNY Financial
Corp. and Shirt Shed waiving compliance with certain provisions thereof.
Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended
September 30, 1996. (S.E.C. File No. 1-2782)
(10-54) Letter Amendment dated March 19, 1997, amending the Factoring
Agreements dated as of May 23, 1991, by and between BNY Financial Corp. and the
Company, and dated July 25, 1991, by and between BNY Financial Corp. and Shirt
Shed waiving compliance with certain provisions thereof.
(10-55) Warrant Certificate covering 100,000 shares of Common Stock of
the Company, issues to BNY Financial Corporation in connection with transactions
related to the Company's acquisition of American Marketing Works, Inc.
Incorporated by reference to Exhibit 10-13 to current report on Form 8-K dated
November 22, 1994. (S.E.C. File No. 1-2782)
(10-56) Amended and Restated Credit Agreement dated as of February 16,
1995 among American Marketing Works, Inc., certain Lenders and Greyrock Capital
Group, Inc. Incorporated by reference to Exhibit 10-48 to Form 10-K for the year
ended December 31, 1995. (S.E.C. File No. 1-2782)
(10-57) Tranche A Note of American Marketing Works, Inc. for
$4,750,000 to Greyrock Capital Group, Inc. dated February 16, 1993. Incorporated
by reference to Exhibit 10-49 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-58) Tranche B Note of American Marketing Works, Inc. for
$1,750,000 to Greyrock Capital Group, Inc. dated February 16, 1993. Incorporated
by reference to Exhibit 10-50 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-59) Security Agreement dated February 16, 1993 between American
Marketing Works, Inc. and Greyrock Capital Group, Inc. Incorporated by reference
to Exhibit 10-51 to Form 10-K for the year ended December 31, 1995. (S.E.C. File
No. 1-2782)
(10-60) Guaranty and Security Agreement dated as of November 22, 1994
between the Company and Greyrock Capital Group, Inc. guaranteeing the
obligations of American Marketing Works, Inc. to Greyrock Capital Group, Inc.
Incorporated by reference to Exhibit 10-52 to Form 10-K for the year ended
December 31, 1995. (S.E.C. File No. 1-2782)
(10-61) Guaranty and Security Agreement dated as of November 22, 1994
between The Shirt Shed and Greyrock Capital Group, Inc. guaranteeing the
obligations of American Marketing Works, Inc. to Greyrock Capital Group, Inc.
Incorporated by reference to Exhibit 10-53 to Form 10-K for the year ended
December 31, 1995. (S.E.C. File No. 1-2782)
(10-62) Agreement dated as of March 31, 1995 among AMW, The Shirt
Shed, the Company, certain lenders and Greyrock Capital Group, Inc. amending the
Amended and Restated Credit Agreement dated as of February 16, 1993 between AMW,
certain lenders and Greyrock. Incorporated by reference to Exhibit 10-8 to Form
10-Q for the quarter ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-63) License Agreement between the Company, The Shirt Shed, Inc.
and LCA Entertainment (as agent for DC Comics, Inc.) dated as of February 1,
1991, regarding exclusive rights to use certain elements from "BATMAN II" sequel
motion picture, "BATMAN" comic books and planned "BATMAN" television series in
connection with certain categories of apparel products. Incorporated by
reference to Exhibit 10-4 to Form 10-K for the year ended December 31, 1991.
(S.E.C. File No. 1-2782)
(10-64)Warrant Purchase Agreement, dated as of March 1, 1991, between
the Company, The Shirt Shed, Inc. and Licensing Corporation of America.
Incorporated by reference to Exhibit 10-25 to Form 10-K for the year ended
December 31, 1991. (S.E.C. File No. 1-2782)
(10-65) Warrant No. 002 issued to Licensing Corporation of America,
covering 193,386 shares of the Company's Common Stock, dated as of July 27, 1991
and expiring July 22, 2001. Incorporated by reference to Exhibit 10-1 to the
Form 10-Q for the quarter ended September 30, 1994. (S.E.C. File No. 1-2782)
(10-66) Warrant No. 003 issued to Licensing Corporation of America,
covering 38,674 shares of the Company's Common Stock, dated as of April 30, 1993
and expiring April 30, 2003. Incorporated by reference to Exhibit 10-2 to the
Form 10-Q for the quarter ended September 30, 1994. (S.E.C. File No. 1-2782)
(10-67) Restructuring Agreement, dated as of August 13, 1993 by and
among the Company, FS Signal Associates, and Walsh Greenwood & Co. Incorporated
by reference to Exhibit 10-3 to Form 10-Q for the quarter ended September 30,
1993. (S.E.C. File No. 1-2782)
(10-68) Waiver Letter, dated as of June 12, 1992, pertaining to Credit
Agreement dated as of October 23, 1991, as amended, between the Company and FS
Signal Associates. Incorporated by reference to Exhibit 10-1 to Form 10-Q for
the quarter ended September 30, 1992. (S.E.C. File No. 1-2782)
(10-69) Waiver Letter, dated as of June 12, 1992, pertaining to Credit
Agreement dated as of October 23, 1991, as amended, between the Company and WG
Partners, L.P. Incorporated by reference to Exhibit 10-2 to Form 10-Q for the
quarter ended September 30, 1992. (S.E.C. File No. 1-2782)
(10-70) Subordination Agreement, dated as of June 12, 1992, between
the Company, FS Signal Associates and BNY Financial Corporation. Incorporated
by reference to Exhibit 10-3 to Form 10-Q for the quarter ended September 30,
1992. (S.E.C. File No. 1-2782)
(10-71) Subordination Agreement, dated March 30, 1994, between the
Company, FS Signal Associates and BNY Financial Corporation. Incorporated by
reference to Exhibit 10-47 to Form 10-K for the year ended December 31, 1993.
(S.E.C. File No. 1-2782)
(10-72) Promissory Note dated March 31, 1994 between the Company and
FS Signal Associates I. Incorporated by reference to Exhibit 10-2 to Form 10-Q
for the quarter ended March 31, 1994. (S.E.C. File No. 1-2782)
(10-73) Warrant Certificate covering 2,047,500 shares of Common Stock
of the Company, issued to FS Signal Associates in connection with the
Restructuring Agreement dated as of August 13, 1993. Incorporated by reference
to Exhibit 10-4 to Form 10-Q for the quarter ended September 30, 1993. (S.E.C.
File No. 1-2782)
(10-74) Warrant Certificate covering 2,000,000 shares of Common Stock
of the Company, issued to FS Signal Associates in connection with the
Restructuring Agreement dated as of August 13, 1993. Incorporated by reference
to Exhibit 10-5 to Form 10-Q for the quarter ended September 30, 1993. (S.E.C.
File No. 1-2782)
(10-75) Warrant Certificate dated April 1, 1994 to purchase 300,000
shares of Common Stock of the Company, issued to FS Signal Associates I in
connection with the promissory note dated March 31, 1994. Incorporated by
reference to Exhibit 10-4 to Form 10-Q for the quarter ended March 31, 1994.
(S.E.C. File No. 1-2782)
(10-76) Warrant Certificate covering 675,000 shares of Common Stock of
the Company, issued to Walsh Greenwood in connection with the Restructuring
Agreement dated as of August 13, 1993. Incorporated by reference to Exhibit 10-
6 to Form 10-Q for the quarter ended September 30, 1993. (S.E.C. File No. 1-
2782)
(10-77) License Agreement between the Company and RHC Licensing
Corporation dated June 2, 1992. Incorporated by reference to Exhibit 10-52 to
Form 10-K for the year ended December 31, 1992. (S.E.C. File No. 1-2782)
(10-78) Warrant Certificate covering 200,000 shares of Common Stock of
the Company issued to Grissanti, Galef & Goldress, Inc. in connection with their
engagement. Incorporated by reference to Exhibit 10-1 to Form 10-Q for the
quarter ended September 30, 1993. (S.E.C. File No. 1-2782)
(10-79) Amendment to Warrant Certificate dated October 18, 1994
reducing the shares issuable from 200,000 to 100,000 to Grisanti, Galef &
Goldress, Inc. Incorporated by reference to Exhibit 10-3 to Form 10-Q for the
quarter ended September 30, 1994. (S.E.C. File No. 1-2782)
(10-80) Agreement dated June 21, 1994 by and among the Company, FS
Signal Associates I, and Walsh Greenwood & Co. exchanging all outstanding shares
of the Company's Series B Preferred Stock on a one-per-one basis for shares of
the Company's Series C Preferred Stock. Incorporated by reference to Exhibit
10-1 to form 10-Q for the quarter ended June 30, 1994. (S.E.C. File No. 1-2782)
(10-81) Registration Rights Agreement dated November 22, 1994, between
the Company and Kidd, Kamm Equity Partners, Inc. Incorporated by reference to
Exhibit 10-2 to current report on Form 8-K dated November 22, 1994. (S.E.C. File
No. 1-2782)
(10-82) Agreement dated May 10, 1995 by and between the Company and
Sherri Winkler and MW Holdings, Inc. Incorporated by reference to Exhibit 10-4
to Form 10-Q for the quarter ended March 31, 1995 . (S.E.C. File No. 1-2782)
(10-83) Employment Agreement with Leon Ruchlamer dated as of March 27,
1995. Incorporated by reference to Exhibit 10-5 to Form 10-Q for the quarter
ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-84) Employment Agreement with William Watts dated as of March 15,
1995. Incorporated by reference to Exhibit 10-6 to Form 10-Q for the quarter
ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-85) Agreement dated April 24, 1995 between the Company and MC
Properties I. L.P. Incorporated by reference to Exhibit 10-7 to Form 10-Q for
the quarter ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-86) Settlement Agreement dated as of March 1, 1995 with Glenn
Grandin. Incorporated by reference to Exhibit 10-9 to Form 10-Q for the quarter
ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-87) Settlement Agreement dated as of April 13, 1995 with Daniel
Cox. Incorporated by reference to Exhibit 10-10 to Form 10-Q for the quarter
ended March 31, 1995. (S.E.C. File No. 1-2782)
(10-88) Credit Agreement dated as of March 31, 1995 between the
Company and Walsh Greenwood & Co. Incorporated by reference to Exhibit 4-1 to
current report on Form 8-K filed on May 10, 1995. (S.E.C. File No. 1-2782)
(10-89) Promissory Note in face amount of $15,000,000 dated March 31,
1995 issued to Walsh Greenwood by the Company. Incorporated by reference to
Exhibit 4-2 to current report on Form 8-K filed on May 10, 1995. (S.E.C. File
No. 1-2782)
(10-90) Fixed Rate Warrant Certificate for 1,500,000 Warrants dated
March 31, 1995 issued to Walsh Greenwood by the Company. Incorporated by
reference to Exhibit 4-3 to current report on Form 8-K filed on May 10, 1995.
(S.E.C. File No. 1-2782)
(10-91) Discount Rate Warrant Certificate for 1,500,000 Warrants dated
March 31, 1995 issued to Walsh Greenwood by the Company. Incorporated by
reference to Exhibit 10-1 to current report on Form 8-K filed on May 10, 1995.
(S.E.C. File No. 1-2782)
(10-92) Agreement among Signal Apparel Company, Inc. and certain
shareholders of Signal Apparel Company, Inc. Incorporated by reference to
Exhibit 10-1 to current report on Form 8-K filed on May 10, 1995. (S.E.C. File
No. 1-2782)
(10-93) Tennessee Deed of Trust and Security Agreement dated March 31,
1995 between the Company and Walsh Greenwood. Incorporated by reference to
Exhibit 10-2 to current report on Form 8-K filed on May 10, 1995. (S.E.C. File
No. 1-2782)
(10-94) Deed to Secure Debt and Security Agreement dated March 31,
1995 between the Company and Walsh Greenwood. Incorporated by reference to
Exhibit 10-3 to current report on Form 8-K filed on May 10, 1995. (S.E.C. File
No. 1-2782)
(10-95) Real Estate Mortgage, Security Agreement, Assignment of Lease
and Rents and Fixture filing dated March 31, 1995 between The Shirt Shed and
Walsh Greenwood. Incorporated by reference to Exhibit 10-4 to current report on
Form 8-K filed on May 10, 1995. (S.E.C. File No. 1-2782)
(10-96) Severance Agreement dated November 5, 1995 with Marvin
Winkler. Incorporated by reference to Exhibit 10-93 to Form 10-K for the year
ended December 31, 1995. (S.E.C. File No. 1-2782)
(10-97) Employment Agreement with Bruce Krebs dated November 27, 1995.
Incorporated by reference to Exhibit 10-94 to Form 10-K for the year ended
December 31, 1995. (S.E.C. File No. 1-2782)
(10-98) Employment Agreement with Gary LaBelle dated November 30,
1995. Incorporated by reference to Exhibit 10-95 to Form 10-K for the year
ended December 31, 1995. (S.E.C. File No. 1-2782)
(10-99) First Amendment dated August 10, 1995, to Credit Agreement
dated March 31, 1995, between the Company and Walsh Greenwood. Incorporated by
reference to Exhibit 10-96 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-100) Replacement Promissory Note in the face amount of $20,000,000
dated August 10, 1995, between the Company and Walsh Greenwood. Incorporated by
reference to Exhibit 10-97 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-101) Fixed Rate Warrant Certificate for 500,000 Warrants dated
August 10, 1995, issued to Walsh Greenwood by the Company. Incorporated by
reference to Exhibit 10-98 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-102) Discount Rate Warrant Certificate for 500,000 Warrants dated
August 10, 1995, issued to Walsh Greenwood by the Company. Incorporated by
reference to Exhibit 10-99 to Form 10-K for the year ended December 31, 1995.
(S.E.C. File No. 1-2782)
(10-103) First Amendment dated August 10, 1995, to Tennessee Deed of
Trust and Security Agreement dated March 31, 1995, between the Company and Walsh
Greenwood. Incorporated by reference to Exhibit 10-100 to Form 10-K for the
year ended December 31, 1995. (S.E.C. File No. 1-2782)
(10-104) First Amendment dated August 10, 1995, to Secured Debt and
Security Agreement dated March 31, 1995, between the Company and Walsh
Greenwood. Incorporated by reference to Exhibit 10-101 to Form 10-K for the year
ended December 31, 1995. (S.E.C. File No. 1-2782)
(10-105) First Amendment dated August 10, 1995, to Real Estate
Mortgage, Security Agreement, Assignment of Lease and Rents and Fixture Filing
dated March 31, 1995, between The Shirt Shed and Walsh Greenwood. Incorporated
by reference to Exhibit 10-102 to Form 10-K for the year ended December 31,
1995. (S.E.C. File No. 1-2782)
(10-106) Letter Agreement dated March 27, 1996 waiving certain
defaults under the Walsh Greenwood Credit Agreement. Incorporated by reference
to Exhibit 10-103 to Form 10-K for the year ended December 31, 1995. (S.E.C.
File No. 1-2782)
(10-107) Waiver Letter dated March 19, 1997 by and among Walsh
Greenwood & Co., the Company, Shirt Shed and American Marketing Works, waiving
certain defaults under the Walsh Greenwood Credit Agreement and under the
Tranche A and Tranche B Notes, and extending the maturity of the Tranche A and
Tranche B Notes to January 1, 1998.
(10-108) Reimbursement Agreement and related Promissory Note dated
January 30, 1997, among the Company, FS Signal Associates Limited Partnership
and FS Signal Associates II Limited Partnership, concerning renewal and guaranty
arrangements with respect to certain letters of credit.
(10-109) Employment Agreement with Barton Bresky, dated January 7,
1997.
(21) List of Subsidiaries
(23) Consent of Arthur Andersen LLP, Independent Public Accountants
(27) Financial Data Schedule
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGNAL APPAREL COMPANY, INC.
By: /s/ Robert J. Powell
--------------------------
Robert J. Powell
Vice President and
Secretary
Date: April 30, 1997