GREEN DANIEL CO
8-K, 1997-11-25
FOOTWEAR, (NO RUBBER)
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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

       Date of Report (Date of earliest event reported): November 21, 1997

                              DANIEL GREEN COMPANY
             (Exact name of registrant as specified in its charter)

   Massachusetts                  0-00774                      15-0327010
 (State or other                (Commission                   (IRS Employer
  jurisdiction of               File Number)                Identification No.)
  incorporation)


                      One Main Street, Dolgeville NY 13329
          (Address of principal executive offices, including zip code)




                                 (315) 429-3131
              (Registrant's telephone number, including area code)




<PAGE>




Item 5.   Other Events.

         1.  Resignation  of Warren J. Reardon as President and Chief  Operating
Officer

         The Daniel Green Company (the "Company") announced on November 21, 1997
that its Board of Directors  has accepted the  resignation  of Warren J. Reardon
III as President and Chief Operating Officer of the Company. Mr. Reardon, who is
resigning for personal  reasons,  has agreed to remain with the Company until it
finds a successor. The Company has engaged an executive search firm to assist in
this process.

         2.  Sale of Stock to Retirement Savings Partnership Plan

         The Company  also  announced on November 21, 1997 that it has agreed to
sell 186,437 shares of its common stock to the Daniel Green  Retirement  Savings
Partnership  Plan,  a new employee  savings  plan  sponsored by the Company (the
"Plan") at $4.80 per share. The sale price is based on an independent  appraisal
of the  Company's  stock.  Upon  completion  of the  sale,  the  Plan  will  own
approximately 11% of the Company's outstanding common stock.

         The stock sale to the Plan  follows the  Company's  termination  of the
defined  benefit  plan  it  maintained  for its  employees.  After  making  full
provision for payment of all benefits of employees  and  retirees,  there was an
overfunding  of  approximately  $3,600,000,  of which  approximately  $2,700,000
reverted to the Company.  The  remaining  funds of  approximately  $900,000 were
transferred to the Plan and will be used to purchase the Company's stock.

         As a result of these transactions,  the Company expects to receive cash
in the  amount of  approximately  $2,250,000,  net of all  applicable  taxes and
expenses, and to report a positive after-tax effect on earnings of approximately
$158,000.



<PAGE>



                                    SIGNATURE

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

(Registrant):     Daniel Green Company
Date:             November 25, 1997
By:                /s/ Stanley W. Kabot
                  Stanley W. Kabot
                  Treasurer




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