SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 8-K
Date of Report (Date of earliest event reported): January 28, 1997
SUN SPORTSWEAR, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 0-18054
WASHINGTON 91-1132690
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
6520 SOUTH 190TH STREET, KENT, WASHINGTON 98032
(Address of principal executive offices)
Registrant's telephone number including area code: (206) 251-3565
N/A
(Former name or former address, if changed since last report)
Page 1 of Form 8-K Sun Sportswear, Inc.
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ITEM 5 OTHER EVENTS
On January 28, 1997 the Registrant issued the following press release:
CONTACT: Kevin James, Senior Vice President & CFO
Sun Sportswear, Inc.
(206) 251-3565
FOR IMMEDIATE RELEASE: JANUARY 28, 1997
SUN SPORTSWEAR, INC. ANNOUNCES RECORD DATE FOR MERGER WITH BSI
HOLDINGS, INC.; AND INFORMATION ON ALTERNATIVES AVAILABLE TO SUN
SHAREHOLDER'S REGARDING MERGER CONSIDERATION
EFFECTIVE IMMEDIATELY
(KENT, WA) Sun Sportswear, Inc. (NASDAQ: SSPW) today announced that January 31,
1997 will be the record date used to determine shareholders entitled to notice
of, and to vote with respect to, the proposed merger of BSI Holdings, Inc., a
Delaware Corporation, with and into Sun Sportswear, Inc.
The terms of the proposed Merger Agreement contemplate that 50% of the shares of
Sun common stock held by Sun shareholders (other than Seafirst Bank) will be
exchanged for $2.20 per share payable in cash. Such shareholders will retain
their remaining shares.
Seafirst Bank, the owner of 3,800,000 shares or 66.1% of the outstanding common
stock of Sun, will have 48.3% of its shares exchanged for $2.20 per share
payable in a combination of cash and a convertible promissory note. Seafirst
will retain its remaining shares.
Alternatively, holders of Sun common stock on the January 31 record date (other
than Seafirst Bank) may elect to retain all shares of Sun Common Stock held by
them on the record date, instead of receiving $2.20 per share for half of their
shares. This election may be made by shareholders by filing the Form of
Election, which will be mailed to shareholders - along with the joint proxy
statement - in February 1997.
Only shareholders of record on the January 31 record date will be entitled to
elect to retain all of their shares in the merger. SUN SHAREHOLDERS ACQUIRING
STOCK BETWEEN JANUARY 31 AND THE EFFECTIVE DATE OF THE MERGER WILL NOT BE
ENTITLED TO ELECT TO RETAIN ALL OF THEIR SUN COMMON STOCK IN THE MERGER.
INSTEAD, SUCH SHAREHOLDERS WILL AUTOMATICALLY RECEIVE A PAYMENT OF $2.20 FOR 50%
OF THEIR SHARES. SUCH SHAREHOLDERS WILL RETAIN THEIR REMAINING SHARES.
Page 2 of Form 8-K Sun Sportswear, Inc.
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BSI, through its primary operating subsidiary Brazos Sportswear, Inc., is a
manufacturer and distributor of decorated sportswear with annualized revenues of
approximately $200 million. BSI operates facilities in ten states and sells
products throughout the United States to over 12,000 customers.
All shares of BSI will be converted into shares of Sun common stock upon closing
of the merger. After the merger, former BSI shareholders will own approximately
88% of the merged companies' outstanding shares (after taking into consideration
outstanding options and warrants to purchase such shares). After the merger,
shareholders who owned Sun shares prior to the merger will own approximately 12%
of the merged companies' outstanding shares (after taking into consideration
outstanding options and warrants to purchase such shares).
Sun Sportswear supplies its line of imprinted, dyed and decorated casual
sportswear for adults and children, primarily to customers in the mass
merchandising and mid-tier segments such as Wal-Mart, Target, Kmart, JC Penney
and Montgomery Ward.
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 hereunder duly authorized in the City of Kent, State of Washington,
on this 28TH day of January 1997.
SUN SPORTSWEAR, INC.
By: /s/ KEVIN JAMES
Kevin James
Senior Vice President
and Chief Financial Officer
Sun Sportswear, Inc.
Page 3 of Form 8-K Sun Sportswear, Inc.
