UNITED STATES
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
May 6, 1999
Date of Report (Date of Earliest Event Reported)
HOWARD B. WOLF, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 1-6775 75-0847571
(State or other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
3809 Parry Avenue
Dallas, Texas 75226-1753
(Address of Principal Executive Offices) (Zip Code)
214.823.9941
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed since last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 6, 1999, at a special meeting (the "Special
Meeting") of the stockholders of the Company's common stock, par
value $0.33 per share (the "Common Stock"), the holders of more
than two-thirds (66.7%) of the issued and outstanding Common
Stock approved the Plan. Among other things, the Plan provides
for the sale of all of the assets of the Company, the payment of
all of the Company's contingent, conditional or unmatured
obligations, and the distribution to the stockholders of the
Company of the remaining cash of the Company.
Following approval of the Plan at the Special Meeting, the
Board of Directors of the Company unanimously approved a
resolution to proceed with the liquidation and dissolution of the
Company in accordance with the Plan.
A copy of the Company's press release, dated May 6, 1999,
with respect to the foregoing is filed herewith as Exhibit 99.1.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to Rule 12b-23, promulgated under the Securities
Exchange Act of 1934, there is incorporated herein by reference
that certain Plan of Complete Liquidation and Dissolution of
Howard B. Wolf, Inc. (the "Plan"), included as Appendix A to the
Company's Proxy Statement filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange
Act of 1934 on April 15, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBIT NO. DESCRIPTION
2.1 Plan of Complete Liquidation
and Dissolution of Howard B.
Wolf, Inc. (incorporated by
reference).
99.1 Press Release, dated May 6,
1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
HOWARD B. WOLF, INC.
By: /s/ EUGENE K. FRIESEN
-----------------------------
EUGENE K. FRIESEN
Senior Vice President and
Treasurer
EXHIBIT 99.1
FOR INFORMATION CONTACT
Eugene K. Friesen (214) 823-9941
May 6, 1999
DALLAS, TEXAS.Howard B. Wolf, Inc. (HBW-AMEX) Dallas based
womens fashion apparel manufacturer, announced that the
shareholders, at their duly called meeting today, approved the
Plan of Liquidation and Dissolution, pursuant to which the
Company will liquidate itself and distribute its assets to the
shareholders.
