ARIS INDUSTRIES INC
8-K, 1996-02-07
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K



                                 CURRENT REPORT


                              --------------------


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                              --------------------


                               February 2, 1996
                         -------------------------------
                                 Date of Report
                        (Date of earliest event reported)



                              ARIS INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     New York                       1-4814                   22-1715275
 ---------------                   ---------             -------------------
 (State or other                  (Commission              (IRS Employer
 jurisdiction of                  File Number)           Identification No.)
 incorporation)


                   475 Fifth Avenue, New York, New York 10017
               ---------------------------------------------------
              (Address of registrant's principal executive offices)



                                 (212) 686-5050
               --------------------------------------------------
              (Registrant's telephone number, including area code)


                   675 Third Avenue, New York, New York 10017
                 ---------------------------------------------
                 (Former address if changed since last report)

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                                     Page 1

<PAGE>



ITEM 5. OTHER EVENTS

     On February 2, 1996, the Registrant and AIF-II, L.P. ("AIF-II") entered an
amendment to the Series B Junior Secured Note Agreement dated as of June 30,
1993 between the Registrant and AIF-II, whereby the quarterly interest payment
due February 5, 1996 under such agreement would not be made in cash but instead
added to principal.








                                     Page 2


<PAGE>



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
- -----------

     10.90 Amendment dated February 2, 1996 to Series B Junior Secured Note
Agreement dated as of June 30, 1993 between Registrant and AIF-II, L.P.





                                     Page 3



<PAGE>


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     ARIS INDUSTRIES, INC.


                                     By: /s/ PAUL SPECTOR
                                         ----------------
                                         Paul Spector
                                         Senior Vice President and
                                         Chief Financial Officer

Date: February 2, 1996




                                     Page 4




                                                                 EXHIBIT 10.90

                              ARIS INDUSTRIES, INC.
                                475 FIFTH AVENUE
                            NEW YORK, NEW YORK 10017

                                                  February 2, 1996

AIF-II, L.P.
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, New York 10577
Attention: Edward M. Yorke

Re:  Consent Pursuant to Series B Junior Secured Note Agreement

Gentleman:

     Reference is made to the Series B Junior Secured Note Agreement dated June
30, 1993 (the "Note Agreement") between AIF-II, L.P. ("Apollo") and Aris
Industries, Inc. ("Aris", formerly known as The Marcade Group, Inc.) and the
Series B Junior Secured Note issued pursuant to the Note Agreement by Aris in
favor of Apollo dated June 30, 1993 in the original principal amount of
$7,500,000 (the "Note").

     Please indicate the consent of Apollo to the Payment in Kind ("PIK") of the
quarterly interest payment under the Note due February 5, 1996 whereby such
payment will not be made in cash and instead shall be added to the principal of
the Note on such scheduled payment date. The Note shall then bear interest on
the increased principal amount. The Note Agreement and the Note are hereby
deemed amended to implement the foregoing.


AGREED AND ACCEPTED:                          Very truly yours,
AIF-II, L.P.
By: Apollo Advisors, L.P.,                    ARIS INDUSTRIES, INC.
    its General Partner
By: Apollo Capital Management,
    Inc., its General Partner
                                             By:  /s/  PAUL SPECTOR
                                                 -----------------------
By: /s/   EDWARD M. YORKE                        Paul Spector,
   --------------------------                    Senior Vice-President
         Edward M. Yorke,
         Vice President

Date:  February 2, 1996




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