SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 1999
KASPER A.S.L., LTD.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 0-24179 22-3497645
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(State of other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
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77 METRO WAY
SECAUCUS, NEW JERSEY 07094
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(Address of Principal Executive Offices) (Zip Code)
(201) 864-0328
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
#559980 v3.
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ITEM 5. OTHER EVENTS
On June 17, 1999 Kasper A.S.L., Ltd. (the "Company") issued a
press release announcing that it had received consents from a majority of the
aggregate principal amount of its 12.75% Senior Notes due 2004 (the "Senior
Notes") outstanding as of May 21, 1999, to certain proposed amendments to the
Indenture, dated as of June 1, 1997 and effective June 4, 1997 (as amended by
the Supplemental Indenture, dated as of June 30, 1997, the "Indenture"), between
the Company and IBJ Whitehall Bank & Trust Company (f/k/a IBJ Schroder Bank &
Trust Company), as Trustee, governing the Senior Notes, and had executed a
Second Supplemental Indenture with respect thereto. The primary purpose of the
proposed amendments is to enable the Company to consummate the proposed purchase
of certain trademarks and related license agreements and certain other assets of
Anne Klein Company LLC, which was previously announced (the "Trademark
Purchase").
The Company also announced that it had entered into a
commitment letter with The Chase Manhattan Bank for a new $160,000,000 revolving
credit facility in order to refinance its existing $100,000,000 revolving credit
facility, fund the Company's working capital requirements and finance the
Trademark Purchase.
The press release, which is incorporated by reference herein and made a
part hereof, is filed with this Current Report on Form 8-K as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit No. Description
99 Press Release dated June 17, 1999.
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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 of the
undersigned, thereunto duly authorized.
Dated: June 18, 1999
KASPER A.S.L., LTD.
By: /s/ Dennis P. Kelly
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Name: Dennis P. Kelly
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release of Kasper A.S.L., Ltd.,
dated June 17, 1999
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Exhibit 99
NEW RELEASE
For: Kasper A.S.L., Ltd.
Contact: Mary Ann Domuracki
Kasper A.S.L., Ltd.
Executive Vice President -
Finance and Administration
(201)-864-0328
For Immediate Release
KASPER A.S.L., LTD. RECEIVES SUFFICIENT CONSENTS TO AMEND INDENTURE
Secaucus, NJ, June 17, 1999 - Kasper A.S.L., Ltd.
(Nasdaq:KASP) announced today that it had received consents from a majority of
the aggregate principal amount of its 12.75% Senior Notes due 2004 (the "Senior
Notes") outstanding as of May 21, 1999 to certain proposed amendments to the
indenture governing the Senior Notes and has executed a supplemental indenture
with respect thereto. The primary purpose of the proposed amendments is to
enable Kasper to consummate the proposed purchase of certain trademarks and
related license agreements and certain other assets of Anne Klein Company LLC,
which was previously announced (the "Trademark Purchase").
Kasper also announced that it had entered into a commitment
letter with The Chase Manhattan Bank for a new $160,000,000 revolving credit
facility in order to refinance its existing $100,000,000 revolving credit
facility, fund Kasper's working capital requirements and finance the Trademark
Purchase.
The effectiveness of the supplemental indenture and,
accordingly, the proposed amendments to the Senior Notes is subject to Kasper
entering into its new revolving credit facility, which is expected to occur
simultaneously with the closing of the Trademark Purchase in late June or early
July of 1999. Upon the effectiveness of the supplemental indenture and the
proposed amendments, Kasper will pay (the "Consent Payment") to each registered
holder of Senior Notes as of May 21, 1999, $0.02 in cash for each $1.00 in
principal amount of Senior Notes held by such registered holder as of that date.
In addition, if the proposed amendments become effective, the interest rate on
the Senior Notes will increase to 13.00%, beginning as of January 1, 2000.
The effect of the proposed amendments to the Senior Notes are
to:
o amend the definition of "Permitted Investments" to include (a) investments
in, among other things, prepaid expenses, accounts receivable and loans or
advances to vendors in the ordinary course of business and (b) other debt
or equity investments in any person having an aggregate fair market value
not exceeding $5.0 million;
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o amend the definition of "Working Capital Facility" to permit Kasper to
enter into a new working capital facility to refinance its existing
revolving credit facility, fund its working capital requirements and
finance the Trademark Purchase;
o amend the Limitation on Additional Indebtedness provisions (a) to increase
the aggregate outstanding principal amount permitted under the Working
Capital Facility to $160,000,000, (b) to increase the amount of the
aggregate annual rental obligations permitted by Capital Lease Obligations
to $1,000,000, (c) to permit purchase money obligations in an aggregate
principal amount not to exceed $5.0 million and (d) to permit additional
Indebtedness in an aggregate principal amount not to exceed $5.0 million;
o eliminate the Limitation on Investment covenant which is included in the
Limitation on Restricted Payments covenant;
o amend the Limitation on Liens provisions (a) to increase the aggregate
principal amount of Indebtedness permitted to be secured by Liens under the
Working Capital Facility to $160,000,000 and (b) to permit additional Liens
with respect to obligations that do not exceed $5.0 million; and
o amend the Change in Business provisions to permit Kasper to engage in the
design, manufacture, distribution, license and sale of apparel and apparel
accessories and the licensing and exploitation of trademarks, trade names
and other intellectual property thereof.
Kasper will send a copy of the supplemental indenture,
together with instructions for receiving the Consent Payment, to each registered
holder as of May 21, 1999 to be completed by such registered holder and returned
to Kasper in order to instruct Kasper to whom the Consent Payment should be
made.
Kasper A.S.L., Ltd. is a leading manufacturer of women's
suits, as well as career sportswear and dresses. The Company's product lines are
sold in over 2,000 retail locations throughout the United States, Europe and
Canada, and in Kasper's 55 retail outlet stores. The Company currently
distributes its products under the Kasper for A.S.L.(R), LeSuite (TM), Albert
Nipon(R), b. bennett(TM), Kasper and Company(R) and Kasper Dress(R) labels and
will begin selling Anne Klein(R) and A Line Anne Klein(R) Resort collections in
June 1999. The Company also licenses its Kasper(R) and Nipon(R) labels for
various men's and women's products.
