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): May 19, 1999
BRAZOS SPORTSWEAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-18054 91-1770931
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
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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)
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ITEM 5. OTHER EVENTS
On May 19, 1999, the Company announced that, among other things, it will
sell substantially all of the assets of its business units through procedures
under Section 363 of the U.S. Bankruptcy Code. The deadline for submission of
bids is 4:00 eastern time on June 10, 1999. 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
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99.1 Press Release of Brazos Sportswear, Inc. dated May 19, 1999.
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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 25th day of May, 1999.
BRAZOS SPORTSWEAR, INC.
By: /s/ F. CLAYTON CHAMBERS
F. Clayton Chambers,
Chief Executive Officer
EXHIBIT 99.1
Contact: Sitrick And Company
Ann Julsen
Brenda Adrian
(310) 788-2850
FOR IMMEDIATE RELEASE
BRAZOS SPORTSWEAR TO BEGIN SALE OF BUSINESS UNITS THROUGH COMPETITIVE
BIDDING PROCEDURE
CINCINNATI, OHIO --MAY 19, 1999 --Brazos Sportswear, Inc. (OTC BB: BRZS),
a designer, manufacturer and marketer of decorated sportswear, announced today
that it will sell substantially all of the assets of its business units through
procedures under Section 363 of the U.S. Bankruptcy Code.
"Since the Company's voluntary Chapter 11 filing in January 1999,
management and the Board of Directors have been exploring various alternatives
that would result in maximum recovery to our creditors and, at the same time,
have the least impact on the jobs of our employees," said Chief Financial
Officer Clayton Chambers, who has been appointed interim chief executive officer
and interim chief operating officer through the sale process. "After careful
consideration, it was determined that a prompt sale of the Company's business
units, either individually or as a whole, is in the best interests of Brazos'
creditors, employees, customers and suppliers. Management believes that under
new ownership, the Brazos business units will be able to capitalize on their
individual strengths, while having access to greater financial resources."
In connection with the sale process, the Company announced the resignation
of OSNOS & Company, the turnaround and corporate renewal firm which Brazos
retained in December 1998 to assist in its restructuring, and its principals
Gilbert C. Osnos, Brazos' interim president and chief executive officer, and
Richard Redden, interim chief operating officer. "As the Company now moves
forward with the sale process, management and the Board are extremely grateful
for the contributions of OSNOS & Company in directing and managing the Company's
restructuring efforts during the past six months," Mr. Chambers said.
Under the auction procedures filed with the Court, the deadline for
submission of bids to purchase some or all of the assets is 4 p.m. Eastern time
on June 8, 1999. The auction sale is scheduled at 10 a.m. Eastern time on June
10, 1999 at the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP,
Brazos Sportswear's bankruptcy counsel. The hearing to consider the sale of the
Company's business units will be held at 2 p.m. Eastern time on June 14, 1999 in
the U.S. Bankruptcy Court in Wilmington, Delaware.
Mr. Chambers said BT Alex. Brown Incorporated, retained by Brazos
Sportswear in November 1998 as the Company's financial advisor, is acting as
exclusive advisor with respect to the sale process and will collect bid
submissions on the Company's behalf.
Brazos Sportswear, Inc., designs, produces and markets moderately priced
sportswear. Headquartered in Cincinnati, Ohio, it operates manufacturing,
distribution and sales facilities in 12 states.
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.
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