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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
ANDOVER TOGS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-14674 13-5677957
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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ONE PENN PLAZA, NEW YORK, NEW YORK 10119
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 244-0700
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 3. Bankruptcy or Reorganization.
On March 19, 1996, the registrant filed a petition with the United
States Bankruptcy Court for the Southern District of New York under Case Nos.
96-B41437 through B41440(TLB) for an arrangement pursuant to Chapter 11 of the
United States Bankruptcy Code, as a result of which such court assumed
jurisdiction on such date over substantially all of the assets and business of
the registrant by leaving the existing directors and officers of the registrant
in possession but subject to the supervision and orders of such court.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
99(a) Press Release dated March 5, 1996.
99(b) Press Release dated March 19, 1996.
2
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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.
Date: March 27, 1996
ANDOVER TOGS, INC.
WILLIAM L. COHEN
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William L. Cohen
Chairman of the Board, President
and Chief Executive Officer
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[LETTERHEAD OF ANDOVER TOGS, INC.]
Contact: William L. Cohen
Chief Executive Officer
(212) 244-0700
FOR IMMEDIATE RELEASE
ANDOVER TOGS ANNOUNCES LOSS FOR FISCAL 1995
NEW YORK, NEW YORK, March 5, 1996 -- ANDOVER TOGS, INC. (NASDAQ;ATOG) announced
today the results of its operations for its fourth quarter and year ended
November 30, 1995. The Company reported net sales in the fourth quarter of
$22,169,000 as compared to net sales in the fourth quarter of fiscal 1994 of
$27,828,000. The Company's net sales for the fiscal year ended November 30,
1995, however, increased to $80,552,000 as compared to net sales of $73,767,000
for the fiscal year ended 1994. The increase in net sales for fiscal 1995 was
primarily attributable to the Dobie acquisition.
The Company sustained a net loss of $3,195,000 or $.72 per share in the
fourth quarter of fiscal 1995 as compared to net income in fiscal 1994 of
$1,275,000 or $.29 per share. The Company sustained a net loss for fiscal 1995
of $4,279,000 or $.96 per share as compared to net income for fiscal 1994 of
$125,000 or $.03 per share. The net loss sustained by the Company in the fourth
quarter and for the year is attributable to continued pricing pressures, the
booking of business at reduced margins, excess manufacturing capacities and a
depressed retail environment. The Company manufactured and sold inventory at
prices that were at break even or below cost. In addition, the Company had
difficulties integrating the Dobie business with the Company's business. Sales
allowances and additional markdowns were taken in the fourth quarter
attributable to the Dobie business. Of the loss in the fourth quarter of 1995,
approximately $832,000 was attributable to a write-off of the cost in excess of
net assets acquired.
As a result of the losses sustained by the Company for 1995, the Company
ceased to be in compliance with many of the financial covenants in its various
credit agreements thereby causing defaults under those agreements and
jeopardizing the continued support of the Company's lenders. The Company and its
principal stockholders have been negotiating with the Company's lenders for
their continued support. To date, such negotiations have not been successful and
the continued support of the lenders may not be forthcoming. Accordingly, the
Company is considering all of its available options, including a filing for
protection under the Federal bankruptcy laws.
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ANDOVER TOGS, INC. AND SUBSIDIARIES
SUMMARY OF OPERATIONS
(In the $000s except per share)
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THREE MONTHS ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
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1995 1994 1995 1994
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Net Sales $22,169 $27,828 $80,552 $73,767
Write-off of cost
in excess of net
assets acquired 832 - 832 -
(Loss) Earnings
before (benefit)
provision for
income taxes (4,297) 1,862 (5,916) 142
Net (Loss) Earnings (3,195) 1,275 (4,279) 125
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Net (Loss) Earnings
per common share $(.72) $.29 $(.96) $.03
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Weighted Average 4,463,300 4,358,300 4,435,400 4,358,300
common shares
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[LETTERHEAD OF ANDOVER TOGS, INC.]
Contact: William L. Cohen
Chief Executive Officer
(212) 244-0700
FOR IMMEDIATE RELEASE
ANDOVER TOGS ANNOUNCES BANKRUPTCY FILING
NEW YORK, NEW YORK, March 19, 1996 -- ANDOVER TOGS, INC. (NASDAQ;ATOG) announced
that its Board of Directors has authorized the filing of a Petition under
Chapter 11 of the Federal Bankruptcy Code. The Petition is being filed today.
On March 5, 1996, the Company announced a fiscal 1995 loss of
$4,279,000. The Company also disclosed that as a result of the loss, the Company
ceased to be in compliance with many of the financial covenants in its various
credit agreements, causing defaults under those agreements.
During the last two weeks, intensive negotiations have been conducted on
an almost continuous basis among the Company, its principal stockholders,
existing bank lenders and prospective lenders and investors in an effort to
obtain ongoing financing. The negotiations have not been successful and the
Company has been unable to obtain the financing necessary to enable it to
continue its operations outside of the protection of the Bankruptcy Court.
Accordingly, the Company is today filing a petition seeking protection
under the reorganization provisions of Chapter 11 of the Federal Bankruptcy
Code. The Company is exploring opportunities for possible debtor in possession
financing to enable the Company to continue operations for a period of time.
During that period the Company may seek purchasers for portions of its business
on a going concern basis and otherwise seek to maximize values. There is no
assurance that these efforts will be successful. In the event that the Company
is unable to obtain debtor in possession financing so as to enable it to
continue operations, the Company will have no choice other than to liquidate on
as orderly a basis as possible.
