<PAGE>
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): October 10, 1997
L.A. GEAR, INC.
---------------------
(Exact name of registrant as specified in its charter)
California 0-10157 95-3375118
--------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
--------------------
---------------------
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 10, 1997, PCH Investments, LLC, a California limited liability
company ("PCH"), and Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), entered into a Stock Purchase Agreement (the
"Agreement") pursuant to which PCH purchased from Trefoil 1,140,356 shares of
Registrant's Series B Preferred Stock (the "Series B Stock"). The purchase
price for such shares of Series B Stock was $230,000, which purchase price was
funded from PCH's available working capital. The Series B Stock acquired by PCH
represents an equity interest in Registrant of approximately 42%.
In addition, pursuant to the Agreement, Trefoil granted to PCH an option
(the "Option") to purchase for $20,000 (i) the remaining 20,981 shares of Series
B Stock held by Trefoil, which, together with the shares of Series B Stock
already acquired by PCH, constitute all of the issued and outstanding shares of
Series B Stock, and (ii) 1,000,000 shares of Registrant's Common Stock. The
Option may be exercised at any time prior to April 15, 1998, provided that such
exercise does not cause a default under the Loan and Security Agreement between
L.A. Gear California, Inc. and Congress Financial Corporation (Western). If the
Option were to be exercised as of the date hereof, PCH's equity interest in
Registrant would increase to approximately 45%.
On October 12, 1997, following consummation of the transactions
contemplated by the Agreement, eight of Registrant's ten directors resigned, the
number of authorized directors was reduced to eight and six new directors were
elected to serve on Registrant's Board of Directors. Among the new directors
are Richard Hollander and Steven Jackson, the principals of PCH. In addition,
Stanley Gold, Registrant's Chairman and Chief Executive Officer, resigned and
the Board elected David Gatto, Registrant's Executive Vice President, as
Chairman of the Board and Chief Executive Officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
99 Press release dated October 13, 1997.
2
<PAGE>
SIGNATURE
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.
L.A. GEAR, INC.
Date: October 22, 1997. By: /s/ David Gatto
--------------------------------
David Gatto
Chairman of the Board and Chief
and Executive Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99 Press release dated October 13, 1997.
4
<PAGE>
EXHIBIT 99
Contact: For L.A. Gear, Inc. and Contact: Trefoil Capital Investors, L.P.:
PCH Investors, LLC: Michael S. Sitrick
Donna Lucas (310) 788-2850
Nelson Communications
(916) 443-3354
Investment Partnership Buys Trefoil Capital Investors' Controlling Stake
in L.A. Gear
SANTA MONICA, CA - OCTOBER 13, 1997 - L.A. Gear, Inc. (NYSE:LA) today
announced that PCH Investments, LLC, has purchased 1,140,356 shares of series B
convertible preferred stock of L.A. Gear, Inc. from Trefoil Capital
Investors, L.P. The series B shares represent an equity stake of approximately
42% and all but 20,981 series B shares owned by Trefoil. Trefoil has granted
PCH Investments a six-month option to purchase the remaining 20,981 series B
shares and 1,000,000 shares of the company's common stock owned by Trefoil.
Concurrently, the company announced that after several difficult years, a
number of changes are being made. David Gatto, executive vice president of
L.A. Gear, has been elected chairman of the Board, chief executive officer and a
director. He succeeds Stanley P. Gold, president of the general partner of
Trefoil Capital Investors, L.P., who resigned as chairman, chief executive
officer and a director of L.A. Gear.
Seven of the company's remaining nine directors resigned from L.A. Gear's
Board of Directors in connection with the sale by Trefoil of its L.A. Gear
stock. They include: William L. Benford, Walter C. Bladstrom, Allan E.
Dalshaug, Stephen A. Koffler, Clifford Miller, Robert G. Moskowitz and
Vappalak A. Ravindran. Willie D. Davis and Ann E. Meyers will remain on the
company's board. Subsequently elected to the L.A. Gear Board, in addition to
Mr. Gatto, were: Robert Lutz, a professor at Southwestern University School of
Law, Leon Janks, a partner in the accounting firm of Alder, Green & Hasson LLP,
Edward Curiel, a founding partner of Metropolitan West Securities, Inc., and
Richard Hollander and Steven Jackson, principals of PCH Investments, LLC.
"For six years, Trefoil has assisted the company in an extremely difficult
retail environment," Mr. Gatto said. "Although L.A. Gear remains one of the
dominant global brand names today, we find the company in a turnaround situation
with a number of business and operational issues and challenges that must be
immediately addressed. I look forward to working with the Board to develop and
implement strategies to maximize the value of the brand and to revitalize the
company."
5
<PAGE>
Mr. Gold said, "Over the past six years, we have worked with a variety of
managers and tried several strategies to turn this business around. It didn't
work. All of our other successes don't make this moment any easier. During
these most challenging times, it is important to entrust the future of the
company to a new board and management."
L.A. Gear designs, develops and markets a broad range of quality athletic
and lifestyle footwear for adults and children.
6
