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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):
JANUARY 25, 1995
L.A. GEAR, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
1-10157
(Commission File Number)
95-3375118
(IRS Employer Identification No.)
2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA 90405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(310) 452-4327
NOT APPLICABLE
(Former name or former address, if changed since last report)
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THIS REPORT INCLUDES A TOTAL OF 8 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 4.
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Item 5. Other Events.
On January 25, 1995, L.A. Gear California, Inc.
("Borrower"), a wholly-owned subsidiary of L.A. Gear, Inc.
(the "Company"), entered into the Third Amendment to Loan and
Security Agreement dated as of January 25,1995 (the "Third
Amendment") to the Loan and Security Agreement, dated as of
November 22, 1993, between Borrower and BankAmerica Business
Credit, Inc. ("Lender"), as amended to date (the "Loan
Agreement"), pursuant to which Lender provides to Borrower a
revolving line of credit facility for loans and letters of
credit in an aggregate amount not to exceed $75 million. The
Third Amendment principally amends the Loan Agreement to
reduce the Adjusted Tangible Net Worth (as defined in the Loan
Agreement) requirement from $165 million to $160 million for
the Company's fiscal quarter ending November 30, 1994. The
foregoing description of the Third Amendment is qualified in
its entirety by reference to the full text of the Third
Amendment, filed as exhibit 99.5 hereto and which is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.5 Third Amendment to Loan and Security
Agreement dated as of January 25,
1995, by and between L.A. Gear
California, Inc. and BankAmerica
Business Credit, Inc.
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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.
L.A. GEAR, INC.
Dated: January 26, 1995 By: /s/ Thomas F. Larkins
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Thomas F. Larkins,
Senior Vice-President and
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Document No.
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99.5 Third Amendment to Loan and Security 5
Agreement dated as of January 25, 1995
by and between L.A. Gear California, Inc.
and BankAmerica Business Credit, Inc.
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EXHIBIT 99.5
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is
entered into as of January 25, 1995, by and between L.A. Gear California, Inc.,
a California corporation ("Borrower"), and BankAmerica Business Credit, Inc., a
Delaware corporation ("Lender").
WHEREAS, Lender and Borrower entered into a certain Loan and Security
Agreement, dated as of November 22, 1993, as amended by a First Amendment to
Loan and Security Agreement dated as of May 31, 1994 and as amended by a Second
Amendment to Loan and Security Agreement dated as of August 31, 1994 (the Loan
and Security Agreement, as amended and supplemented, the "Agreement"); and
WHEREAS, Borrower desires to amend the Agreement and Lender is willing
to amend the Agreement, subject to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound, the parties agree as follows.
SECTION ONE - AMENDMENT
1.1 Section 9.18 of the Agreement is amended to read in its
entirety as follows:
"9.18 Adjusted Tangible Net Worth. Borrower will not permit
Adjusted Tangible Net Worth as of the last day of any Fiscal
Quarter to be less than $165,000,000, except that for the
Fiscal Quarter ending November 30, 1994, Borrower will not
permit Adjusted Tangible Net Worth to be less than
$160,000,000."
SECTION TWO - REPRESENTATIONS AND WARRANTIES
2.1 Acknowledgment of Borrower. Borrower hereby represents and
warrants that the execution and delivery of this Amendment and compliance by
Borrower with all of the provisions of this Amendment (i) are within the powers
and purposes of Borrower; (ii) have been duly authorized or approved by
Borrower; and (iii) constitute the valid and binding obligation of Borrower,
enforceable in accordance with its terms. Borrower reaffirms its obligation to
pay all amounts due Lender under the Agreement in accordance with, and subject
to, the terms thereof, as modified hereby.
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SECTION THREE - GENERAL PROVISIONS
3.1 Agreement Unmodified. Except as otherwise specifically
modified by this Amendment, all terms and provisions of the Agreement remain
unmodified and in full force and effect.
3.2 Total Agreement. This Amendment, and all other agreements
referred to herein or delivered in connection herewith, shall constitute the
entire agreement between the parties relating to the subject matter hereof,
shall rescind all prior agreements and understandings between the parties
hereto relating to the subject matter hereof, and shall not be changed or
terminated orally.
3.3 Definitions. Unless specifically defined herein, all
capitalized terms shall be defined in accordance with the Agreement.
3.4 Severability. To the extent any provision of this Amendment
is not enforceable under applicable law, such provision shall be deemed null
and void and shall have no effect on the remaining portions of the Amendment.
SECTION FOUR - CONDITIONS PRECEDENT
4.1 The effectiveness of this Amendment is subject to the Borrower
paying to Lender the sum of $75,000 in consideration for Lender entering into
this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
L.A. Gear California, Inc.
California corporation
By: s/ William L. Benford
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Title: President and Chief
Operating Officer
BankAmerica Business Credit, Inc.
Delaware corporation
By: /s/ Stephen King
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Title: Account Executive
RATIFICATION OF GUARANTY
Raegal Finance Inc. hereby consents to the foregoing and confirms that
its Guaranty dated as of November 22, 1993 in favor of BankAmerica Business
Credit, Inc. relating to the obligations of L.A. Gear California, Inc. remains
unmodified and in full force and effect.
Raegal Finance, Inc.
By: /s/ William L. Benford
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Title: President and Chief
Operating Officer
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L.A. Gear, Inc. hereby consents to the foregoing and confirms that its
Guaranty dated as of November 22, 1993 in favor of BankAmerica Business Credit,
Inc. relating to the obligations of L.A. Gear California, Inc. remains
unmodified and in full force and effect.
L.A. Gear, Inc.
By: /s/ William L. Benford
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Title: President and Chief
Operating Officer
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