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
Date of Report (Date of earliest event reported) November 21, 1996
KENWIN SHOPS, INC.
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(Exact name of registrant as specified in its charter)
New York 1-6680 13-5607936
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6200 Memorial Drive, Stone Mountain, Georgia 30083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 498-2733
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4747 Granite Drive, Tucker, Georgia 30084
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(Former name or former address, if changed since last report.)
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ITEM 1
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At a special meeting of the shareholders of Kenwin Shops, Inc. (the
"Registrant") held on November 21, 1996 (the "Special Meeting"), the
shareholders approved an amendment to the Registrant's Certificate of
Incorporation to reduce the par value of the Registrant's Common Stock ("Common
Stock") from one ($1.00) dollar per share to one ($0.01) cent per share. The
shareholders also approved the execution of a Management Agreement (the
"Management Agreement") between the Registrant and D&A Funding Corporation
("D&A") pursuant to which D&A assumed control of the day to day operations of
Registrant and supplied certain management services to Registrant. As
compensation for these services, D&A is to be paid an annual fee of $50,000 plus
2% of the cost of merchandise shipped to the Company. Additionally, the
Registrant will issue to D&A 350,000 shares of Registrant's authorized but
unissued Common Stock at a purchase price of one ($0.01) cent per share. D&A
will pay the aggregate purchase price of $3,500 from its working capital.
Upon issuance to it of the 350,000 shares of Common Stock, D&A and its
affiliates will own beneficially 442,978 shares of Common Stock, representing
approximately 48.8% of the total outstanding Common Stock and will have the
right to vote 526,956 shares of Common Stock, representing approximately 58.1%
of the total outstanding shares of Common Stock.
D&A had acquired a total of 83,978 shares of Common Stock and
irrevocable proxies to vote an additional 83,978 shares of Common Stock on
August 16, 1996 in a private transaction with certain officers and directors of
Registrant and others who owned an aggregate of 167,956 shares of Common Stock,
representing approximately 30.1% of the total outstanding shares of Common
Stock. Immediately prior to the Special Meeting, such persons owned a total of
83,978 shares of Common Stock.
The principal shareholders of D&A are Donald Weiner, Chairman of the
Board and Chief Executive Officer of Registrant, and Arthur Gins, a director of
Registrant.
ITEM 5
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At the Special Meeting, resignations by the former directors of
Registrant, Ira Abramson, Robert Schwartz, Donald Schwartz, Richard Moskowitz,
Martin Conrad and Henry Krauss, were acknowledged and the shareholders elected
Donald Weiner, Arthur Gins, Barbara Weiner, Edith Gins, and Richard Moskowitz to
the Board of Directors.
Upon conclusion of the Special Meeting, the new Board of Directors met
and elected the following persons to offices of Registrant set forth opposite
their respective names:
Donald Weiner Chairman and Chief Executive Officer
Richard Moskowitz President
Kenneth Sauer Treasurer and Secretary
On December 3, 1996 Richard Moskowitz resigned as President and
director of Registrant. The Board of Directors appointed Kenneth Sauer, its
Treasurer, to serve as interim President and as a director of Registrant. The
Board of Directors also appointed Evelyn Kelley Vice President. Ms. Kelley has
been employed by Registrant for thirty years and is responsible for store
operations.
The Company was notified by the American Stock Exchange that it does
not fully satisfy all of the Exchange's financial guidelines for continued
listing. The Exchange initiated proceedings to delist the Company and the
Company appealed the determination. A decision on the appeal is currently
pending. There is no assurance that the Company's listing on the American Stock
Exchange will be continued.
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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 hereunto duly authorized.
KENWIN SHOPS, INC.
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(Registrant)
Date: December 5, 1996
By: /s/ Kenneth Sauer
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President
