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): March 14, 1997
BRAZOS SPORTSWEAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18054
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER)
91-1770931
(IRS EMPLOYER IDENTIFICATION NO.)
3860 VIRGINIA AVENUE
CINCINNATI, OHIO 45227
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(513) 272-3600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 14, 1997, Brazos Sportswear, Inc., formerly Sun Sportswear, Inc.
(the "Company"), reported the closing of the previously announced merger between
BSI Holdings, Inc. ("BSI") and Sun Sportswear, Inc. Following the merger, Sun
Sportswear, Inc. was reincorporated in Delaware and changed its name to "Brazos
Sportswear, Inc.," and its common stock began trading on the Nasdaq National
Market under the ticker symbol "BRZS." The March 14, 1997 news release of the
Company concerning the closing of this transaction and a copy of the agreements
entered into in connection therewith have been filed with the Securities and
Exchange Commission. This summary description of the transaction does not
purport to be complete and is qualified by reference to such press release and
exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The required financial
statements have previously been filed in the Company's proxy
statement/prospectus dated February 14, 1996.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial statements
will be filed by amendment to this Form 8-K.
(c) EXHIBITS.
99.1 Press Release.
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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, thereunto duly authorized.
DATED this 14th day of March, 1997.
BRAZOS SPORTSWEAR, INC.
By: /s/ F. CLAYTON CHAMBERS
F. Clayton Chambers,
Vice President and Chief
Financial Officer
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
March 14, 1997
Contact: Randall B. Hale F. Clayton Chambers
Chairman Chief Financial Officer
Brazos Sportswear, Inc. Brazos Sportswear, Inc.
(713) 529-0900 (513) 272-3600
BRAZOS SPORTSWEAR, INC. AND SUN SPORTSWEAR, INC.
COMPLETE MERGER TRANSACTION
CINCINNATI, March 14, 1997 - Brazos Sportswear, Inc. ("Brazos Sportswear")
announced today the consummation of the merger of BSI Holdings, Inc. and Sun
Sportswear, Inc. and the subsequent reincorporation of Sun Sportswear in
Delaware under the name "Brazos Sportswear, Inc." Sun Sportswear was previously
traded on the Nasdaq National Market under the symbol SSPW. The surviving
corporation of the merger, Brazos Sportswear, will begin trading under the
symbol "BRZS" on Monday, March 17, 1997.
Randall B. Hale, Chairman of Brazos Sportswear, stated "We are excited
about the future prospects of the combined Brazos Sportswear and Sun Sportswear
company. Brazos Sportswear is well positioned to continue as one of the fastest
growing apparel companies in the United States."
Shareholders of Sun Sportswear prior to the merger, other than Seafirst
Bank, who did not elect to retain their shares received $2.20 per share for 50%
of such shares and the remaining shares were converted into Brazos Sportswear
common stock based on the one-for-five conversion ratio in the reincorporation
merger. Seafirst received $2.20 per share for 59.5% of its Sun shares in a
combination of a note and cash, with its remaining shares being converted into
Brazos Sportswear common stock. Brazos Sportswear now has approximately 5.4
million shares of common stock outstanding.
In accordance with the merger, Randall B. Hale, Nolan Lehmann, Alan
Elenson, Michael S. Chadwick, J. Ford Taylor and F. Clayton Chambers have become
the directors of Brazos Sportswear, Messrs. Taylor and Chambers have been
elected president and chief executive officer, and vice president and chief
financial officer, respectively. The company's principal executive office will
be located in Cincinnati, Ohio.
Brazos Sportswear, Inc. is one of the fastest growing apparel companies in
the United States. Brazos Sportswear is a manufacturer and distributor of
decorated sportswear with annualized revenues of approximately $250 million.
Brazos Sportswear operates facilities in eleven states and sells products
throughout the United States and Japan to over 12,000 customers.
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