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Draft
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):
April 12, 1996
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 5 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 5.
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Item 5. Other Events.
On April 12, 1996, L.A. Gear, Inc. (the "Company")
completed the exchange of all 1,000,000 shares of its
Series A redeemable cumulative convertible preferred stock,
$100 stated value per share ("Series A Preferred Stock")
and all accrued and unpaid dividends thereon for 1,107,902
shares of a new series of perpetual cumulative convertible
preferred stock issued by the Company, entitled Series B
Preferred Stock, $100 stated valueper share ("Series B
Preferred Stock"). The exchange transaction was completed
pursuant to a Share Exchange Agreement, dated as of December
12, 1995, by and between the Company and Trefoil Capital
Investors, L.P. ("Trefoil"), the holder of all shares of
the Company's Series A Preferred Stock. The exchange
transaction is described in the Company's Form 8-K filed
on December 13, 1995. The Company's shareholders approved
the exchange on April 9, 1996.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
4.1 The Certificate of Determination
for the Company's Series B
Preferred Stock, filed as Exhibit
A to the Share Exchange Agreement
dated as of December 12, 1995, by and
between L.A. Gear, Inc. and Trefoil
Capital Investors, L.P., which was
filed as Exhibit 10.1 to the
Company's Form 8-K filed on
December 13, 1995, is hereby
incorporated by reference. The
third full paragraph on the first
page of the Certificate of
Determination has been revised to
include the following:
"The resolution has been
approved by 100% of the
outstanding Series A Preferred
shares."
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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: April 16, 1996 By: /s/ William L. Benford
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William L. Benford,
President and Chief
Operating Officer
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EXHIBIT INDEX
Exhibit Document
No. --------
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4.1 The Certificate of Determination for the
Company's Series B Preferred Stock, filed as
Exhibit A to the Share Exchange Agreement
dated as of December 12, 1995, by and between
L.A. Gear, Inc. and Trefoil Capital Investors, L.P.,
filed as Exhibit 10.1 to the Company's Form 8-K
filed on December 13, 1995 is hereby incorporated
by reference. The third full paragraph on the
first page of the Certificate of Determination has
been revised to include the following:
"The resolution has been approved by 100%
of the outstanding Series A Preferred shares."
