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): August 16, 1996
KENWIN SHOPS, INC.
______________________________________________________________
(Exact name of Registrant as specified in charter)
NEW YORK 1-6680 13-5607936
______________________________________________________________
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
4747 Granite Drive, Tucker, Georgia 30084
______________________________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code (770) 938-0451
______________
ITEM 1
Kenwin Shops, Inc. ("Registrant") agreed to transfer operating control of its
day to day business activities to D&A Funding Corporation subject to
stockholders' approval at a special meeting to be called for that purpose.
Donald Weiner, President of D&A Funding Corporation, will act in an interim
capacity as Chief Executive Officer of Registrant, replacing Ira Abramson
who has resigned as Chairman of the Board and CEO, Vice President and
Assistant Secretary of Registrant (and who will thereafter act as a
consultant to the Corportion for a period of one year). Also, Robert
Schwartz has resigned as President of the Registrant. The other officers
of the Registrant will remain with Registrant.
D&A Funding Corporation will also provide essential management leadership
to the Registrant pursuant to a Management Agreement with Registrant. In
further consideration for management and inventory commitments to the
Registrant, it intends to issue to D&A Funding Corporation all of its
authorized but unissued shares and treasury shares (an aggregate of 442,840
shares) representing an increase of 79% over the 557,160 shares presently
outstanding, at a purchase price of 1 cent ($.01) per share. In addition,
D&A Funding Corporation will acquire 83,978 shares from certain "insider"
persons. These persons will constitute the family members of the original
founders of the Registrant. The purchase price for these shares is 50
cents ($.50) per share plus an amount which will be measured by and equal
to 10 percent of the Registrant's per share pre-tax earnings in each
succeeding year, but not to exceed $4.50 per share in the aggregate. This
purchase price is payable by D&A Funding Corporation and not by the
Registrant. The "insider" persons are retaining an additional 83,978
shares currently owned by them but will execute irrevocable proxies to D&A
Funding Corporation permitting it to vote these remaining 83,978 shares.
Upon the successful completion of all of these transactions, D&A Funding
Corporation will own 526,818 shares, representing 52.7% of the then total
outstanding shares, and have the right to vote 610,796 shares, or 61.1% of
the total outstanding.
This entire transaction is subject to approval of Registrant's
stockholders. The Registrant will submit the transaction to its
stockholders for such approval at a special meeting which will be called
for that purpose.
Subject to such stockholder approval and the completion of this
transaction, the following information is furnished as to all persons known
to Registrant to be, or to become, the beneficial owner of more than five
percent of Registrant's common stock and as to all directors and officers,
and all directors and officers as a group:
Name and Address of Beneficial Owner Number Percent
Name of Individual or Identity of Group of Shares of Class
_______________________________________ __________ _________
D&A Funding Corp. 1.
1600 Route 110
Farmingdale, NY 11735 610,796 61.1%
Richard Moskowitz 30,453 3.05%
Donald Schwartz 350 0.04%
Kenneth Sauer 100 0.01%
All Officers and Directors
as a group (3 persons) 30,903 3.09%
1. Donald Weiner is a fifty
percent owner of D&A Funding Corp.
SIGNATURES
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 thereunto duly authorized.
KENWIN SHOPS, INC.
____________________________
(Registrant)
Date: August 29, 1996 By: /s/ Richard Moskowitz
----------------------
Principal Executive
Officer
