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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
SIGNAL APPAREL COMPANY, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
826619108
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(CUSIP Number)
James Illson
c/o Kidd, Kamm & Company, Three Pickwick Plaza, Greenwich CT 06830
(203) 661-0070
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 7 Pages)
<PAGE>
SCHEDULE 13D
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CUSIP No. 826619108 Page 2 of 7 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Kidd, Kamm Equity Partners, L.P.
51-0338070
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,400,000
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,400,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP No. 826619108 Page 3 of 7 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
Security: Common Stock, $.01 par value per share
Issuer: Signal Apparel Company, Inc.
537 Market Street
Chattanooga, Tennessee 37402
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Kidd, Kamm Equity Partners, L.P.
("KKEP").
KKEP is a limited partnership formed under the laws of the State of
Delaware. The general partner of KKEP is Kidd, Kamm Investments, L.P.
("Investments") a limited partnership formed under the laws of the State of
Delaware. The general partner of Investments is Kidd, Kamm Investments, Inc.
("Investments, Inc.") a corporation formed under the laws of the State of
Delaware. The executive officers of Investments, Inc. are: Kurt L. Kamm,
President; William J. Kidd, Secretary and Treasurer; and James E. Illson, Vice
President. The principal occupation of each of Messrs. Kidd, Kamm and Illson is
as partners of KKEP. The principal business address of each of Messrs. Kidd and
Illson is: Kidd, Kamm & Company, Three Pickwick Plaza, Greenwich, Connecticut
06830. The principal business address of Mr. Kamm is Kidd, Kamm & Company, 9454
Wilshire Boulevard, Beverly Hills, California 90212. Messrs. Kamm, Kidd and
Illson are citizens of the United States. Hereinafter KKEP, Investments,
Investments, Inc. and Messrs. Kamm, Kidd and Illson are sometimes collectively
referred to as the "Reporting Persons".
KKEP's principal business is investments.
The address of KKEP's principal office is: Kidd, Kamm Equity
Partners, L.P., c/o Kidd, Kamm & Company, Three Pickwick Plaza, Greenwich,
Connecticut 06830
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding.
None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
<PAGE>
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CUSIP No. 826619108 Page 4 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Stock Purchase Agreement dated October
6, 1994 by and among American Marketing Works, Inc., Kidd, Kamm Equity Partners,
L.P., MW Holdings, L.P., the other shareholders named therein and Marvin Winkler
and Sherri Winkler, and Signal Apparel Company, Inc., (the "Stock Purchase
Agreement") as amended by the Amendment to Stock Purchase Agreement dated as of
November 1, 1994 ("Amendment No. 1") and Amendment No. 2 to Stock Purchase
Agreement ("Amendment No. 2") also dated as of November 1, 1994, 1,400,000
shares of common stock, $.01 par value per share ("Signal Shares") of Signal
Apparel Company, Inc. ("Signal") were acquired by KKEP, MW Holdings, L.P. KB
(CI) Nominees Limited, as nominee for Berkeley Atlantic Income Limited, Berkeley
Technology Investments Limited, and Westpac Securities (Jersey) Limited, as
nominee for Govett American Endeavour Fund, Bermuda Trust (Jersey) Limited, as
custodian for Scimitar Development Capital Fund and as trustee for Scimitar
Development Capital "B" Fund (collec tively, the "Selling Shareholders"). All of
the Signal Shares were issued to KKEP, pursuant to the Stock Disposition
Agreement dated as of October 6, 1994 (the "Stock Disposition Agreement"), as
nominee for the Selling Shareholders and are registered in the name of "Kidd,
Kamm Equity Partners, L.P., as agent under the Stock Disposition Agreement dated
as of October 6, 1994". Pursuant to the terms of the Stock Disposition
Agreement, described in greater detail below (Item 5(d) of this Schedule 13D)
KKEP has sole voting and dispositive power with respect to the Signal Shares.
The Selling Shareholders are, however, the beneficial owners of Signal Shares
and are entitled to receive distributions in accordance with the priorities set
forth in the Stock Disposition Agreement.
The Signal Shares were acquired by the Selling Shareholders in
exchange for all of their respective right title and interest in and to all of
the issued and outstanding shares of common stock and/or preferred stock of
American Marketing Works, Inc. ("AMW"), a Delaware corporation.
The Signal Shares acquired by the Selling Shareholders are subject
to being reduced by up to 300,000 shares in the event certain events take place
or fail to take place.
Of the Signal Shares, 150,000 are "Unvested" as that term is defined
in the Registration Rights Agreement and will become "Vested" if Signal
postpones the filing of a registration statement or suspends the effectiveness
of a registration statement filed in satisfaction of the registration rights
granted to the Selling Shareholders pursuant to the Registration Rights
Agreement.
In addition KKEP has entered into a pledge agreement, dated as of
November 22, 1994, with Grayrock Capital Group Inc., as agent (the "Pledge
Agreement") with respect to certain debt of AMW. In the event that the guaranty
is not called, then KKEP will be obligated to return 150,000 of the Signal
Shares.
<PAGE>
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CUSIP No. 826619108 Page 5 of 7 Pages
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ITEM 4. PURPOSE OF THE TRANSACTION
The Signal Shares were acquired by KKEP pursuant to the terms set
forth in the Stock Purchase Agreement. The Signal Shares were acquired pursuant
to a negotiated transaction pursuant to which the Selling Shareholders desired
to sell their AMW stock to Signal in exchange for shares of Signal common stock,
on terms which the parties determined were mutually acceptable.
No Reporting Person has any current plans or proposals that relate
to or would result in the acquisition of any additional shares of Signal common
stock, any extraordinary transactions involving Signal, any change in the
management of Signal, or any of the other types of transaction enumerated in
Item 4 of Schedule 13D. However, the undersigned or any other Reporting Person
may, from time to time acquire additional shares of Signal common stock either
through purchases in the open market or in negotiated transactions at prices
that the undersigned or such other Reporting Person considers to be fair and
reasonable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Kidd, Kamm, Equity Partners L.P.
(a) Aggregate Number: 1,400,000
Percentage of Class: 15.6%
(b) Sole power to vote
or direct vote: 1,400,000
Shared power to vote
or direct vote: 0
Sole power to dispose or
to direct the disposition: 1,400,000
Shared power to dispose
or to direct the disposition: 0
(c) Other than the transactions reported on this Schedule 13D,
neither the undersigned nor any other Reporting Person has effected any
transactions in the securities of Signal during the past 60 days.
(d) Pursuant to the terms of the Stock Disposition Agreement the
Selling Shareholders have appointed KKEP as their agent and attorney-in-fact for
the purpose of
<PAGE>
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CUSIP No. 826619108 Page 6 of 7 Pages
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acquiring the Signal Shares from Signal, disposing of the Signal Shares and
distributing the proceeds of any such disposition of Signal Shares, and any
Signal Shares not disposed of, all in accordance with the priorities set forth
in the Stock Disposition Agreement. Pursuant to the terms of the Stock
Disposition Agreement, KKEP is granted all rights and powers of the Signal
Shares, including the power to vote, assent or consent with respect thereto and
to take part in and consent to any corporate or shareholders action of any kind
whatsoever and to receive distributions with respect to Signal Shares.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In addition to the Stock Disposition Agreement described in Item
5(c) of this Schedule 13D, KKEP has entered into a Pledge Agreement (the "Pledge
Agreement") with Grayrock Financial dated November 22, 1994 pursuant to which it
has pledged all of the Signal Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Stock Purchase Agreement.
(b) Amendment No.1.
(c) Amendment No.2.
(d) Stock Disposition Agreement.
(e) Pledge Agreement.
<PAGE>
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CUSIP No. 826619108 Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 30, 1994
KIDD, KAMM EQUITY PARTNERS, L.P.
By: KIDD, KAMM INVESTMENTS, L.P.,
general partner
By: KIDD, KAMM INVESTMENTS, INC.,
general partner
By: /s/ James E. Illson
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Name: James E. Illson
Title: Vice President
