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): December 15, 1998
BRAZOS SPORTSWEAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18054 91-1770931
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
4101 FOUNDERS BOULEVARD
CINCINNATI, OHIO 45103-2553
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(513) 753-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
___________________________________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
On December 15, 1998, the Company announced that it will close its
licensed character manufacturing facility in Cincinnati, Ohio, during the first
quarter of fiscal 1999. The Company also announced that Robert C. Klein resigned
as a director and president and chief executive officer on the same day. Gilbert
C. Osnos was elected as interim president and chief executive officer. A copy of
the press release with respect to the foregoing is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. EXHIBIT
----------- -----------------------------------------------------------------
99.1 Press Release of Brazos Sportswear, Inc. dated December 15, 1998.
<PAGE>
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 23rd day of December, 1998.
BRAZOS SPORTSWEAR, INC.
By: /S/ F. CLAYTON CHAMBERS
F. Clayton Chambers,
Vice President and Chief
Financial Officer
EXHIBIT 99.1
Contact: Sitrick And Company
Ann Julsen
Lew Phelps
513-753-3400, ext. 4504
Brenda Adrian
310-788-2850
FOR IMMEDIATE RELEASE
BRAZOS SPORTSWEAR TO CLOSE CINCINNATI MANUFACTURING FACILITY
AS PART OF RESTRUCTURING INITIATIVES
TURNAROUND SPECIALIST GILBERT C. OSNOS APPOINTED
INTERIM PRESIDENT AND CEO
Cincinnati, Ohio -- December 15, 1998 -- Brazos Sportswear, Inc. (OTC BB:
BRZS) said today that, as part of the Company's effort to reduce losses and
improve profitability, it will close its licensed character manufacturing
facility in Cincinnati during the first quarter of fiscal 1999.
Clayton Chambers, Brazos' chief financial officer, stated that during the
past six months, the Company conducted an extensive analysis of its licensed
character business. "Given current and expected industry conditions, we
concluded that a restructuring of certain license agreements, to reduce royalty
rates and minimum guarantees, was necessary for the licensed character business
to be economically viable. Attempts to renegotiate certain key license
agreements on acceptable terms were unsuccessful. As a result, we have made the
difficult but necessary decision to close our Cincinnati facility. The Crable
brand and certain other licensed products will be produced by other Brazos
facilities."
<PAGE>
Mr. Chambers said the closing will impact approximately 460 employees.
"The Company intends to retain the workforce for two months to allow for an
orderly closing of the facility. The Company will make every effort to assist
impacted employees in finding new jobs. Among other outplacement efforts, the
Company will work with the Ohio Employment Commission, contact potential local
employers and place ads in local newspapers."
Mr. Chambers said operations at the Company's other business units will be
unaffected by the closing. "This action will allow the Company to focus its
resources on those facilities and operations which have the best prospects for
the future," he said.
Separately, the Company announced that Robert C. Klein has resigned as a
director and president and chief executive officer. Gilbert C. Osnos has been
appointed interim president and chief executive officer. Mr. Osnos, principal of
OSNOS & Company, a New York- and Charlotte, N.C.- based turnaround and corporate
renewal firm which Brazos has retained to assist in its restructuring, brings
extensive turnaround and restructuring experience in the apparel industry.
Mr. Klein, who had been president and CEO since May 1998, will serve as a
consultant through January 31, 1999, assisting with strategic and restructuring
issues and activities. "Bob Klein's contributions have been invaluable in
dealing with an extremely difficult operating environment for our company and
our industry and we are extremely pleased that he has agreed to assist the
Company in the transition," said Brazos Chairman Randall B. Hale.
Mr. Klein noted, "Given the serious issues Brazos faces as we move forward
in our turnaround efforts, we believe the Company will be best served by a CEO
with extensive experience in restructuring activities, and who will be based in
Cincinnati for the near term. We
<PAGE>
are pleased to have someone of Mr. Osnos' caliber step in at this stage and
guide Brazos through its restructuring."
Brazos Sportswear, Inc., designs, produces and markets moderately priced
sportswear.
THIS PRESS RELEASE MAY INCLUDE STATEMENTS THAT CONSTITUTE "FORWARD-LOOKING"
STATEMENTS. THESE STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS
INHERENTLY INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS. FACTORS THAT WOULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, CONTINUED
ACCEPTANCE OF THE COMPANY'S PRODUCTS IN THE MARKETPLACE, COMPETITIVE FACTORS,
DEPENDENCE UPON THIRD-PARTY VENDORS, AND OTHER RISKS DETAILED IN THE COMPANY'S
PERIODIC REPORT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. BY MAKING
THESE FORWARD-LOOKING STATEMENTS, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
THESE STATEMENTS FOR REVISIONS OR CHANGES AFTER THE DATE OF THIS RELEASE.
# # #
