UNITED STATES
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
MAY 11, 1999
Date of Report (Date of earliest event reported)
SALANT CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-2433 13-3402444
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1114 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
(212) 221-7500
(Registrant's telephone number, including area code)
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ITEM 2. CHANGE IN CONTROL OF REGISTRANT
On May 11, 1999 (the "Effective Date"), Salant Corporation
("Salant") consummated its chapter 11 plan of reorganization (as amended,
the "Plan"). On May 12, 1999, Salant issued a press release announcing the
fact that the Plan had become effective. Previously, on December 29, 1998
(the "Filing Date"), Salant filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code with the United States
Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court"). On the Filing Date, Salant also filed with the Bankruptcy Court
its Plan. On April 16, 1999, the Bankruptcy Court entered an order
confirming the Plan (the "Confirmation Order").
Pursuant to the Plan, as of the Effective Date, all of Salant's
then existing Common Stock, $1.00 par value per share, was cancelled.
Pursuant to the Plan, 10,000,000 shares of new common stock, $1.00 par
value per share (the "New Common Stock"), will be issued by Salant as
follows: (i) 9,500,000 shares of the New Common Stock will be distributed
to the holders (the "Noteholders") of Salant's 10-1/2% Senior Secured Notes
(the "Notes"), in full satisfaction of all of the outstanding principal
amount, plus all accrued and unpaid interest on the Notes and (ii) 500,000
shares of the New Common Stock will be distributed to the holders of
Salant's old common stock, in full satisfaction of any and all interests of
such holder in Salant. Accordingly, under the Plan, as of the Effective
Date, Salant's stockholders immediately prior to the Effective Date, who at
that time owned 100% of the outstanding common stock of Salant, are
entitled to receive, in the aggregate, 5% of the issued and outstanding
shares of New Common Stock, subject to dilution, and the Noteholders are
entitled to receive, in the aggregate, 95% of the issued and outstanding
shares of New Common Stock, subject to dilution.
Salant does not have complete information regarding the
beneficial ownership of the Notes by the Noteholders. The arrangements
among Salant and the Noteholders with respect to the selection of the
initial directors of Salant and other matters are described in the
Disclosure Statement for Chapter 11 Plan of Reorganization for Salant
Corporation, dated December 29, 1998 (the "Disclosure Statement"), as
amended by the First Amended Disclosure Statement for Chapter 11 Plan of
Reorganization for Salant Corporation, dated February 3, 1999, filed with
the Bankruptcy Court on February 3, 1999. The relative ownership of the
Notes by certain of the Noteholders as of the date of the Disclosure
Statement is set forth therein.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to (i) the Plan, (ii) the
Confirmation Order, (iii) the Disclosure Statement and (iv) the press
release, dated May 12, 1999, filed as Exhibits 2.5, 99.6, 99.7 and 99.8,
respectively, to this Current Report on Form 8-K, which items are
incorporated by reference herein.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
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2.5 First Amended Chapter 11 Plan of Reorganization for Salant
Corporation, dated February 3, 1999 (incorporated herein by
reference to Exhibit 2.5 of Salant's Current Report on Form
8-K filed on April 30, 1999).
99.6 Order Pursuant to Section 1129 of the Bankruptcy Code
Confirming the First Amended Plan of Reorganization of
Salant Corporation, dated April 16, 1999 (incorporated
herein by reference to Exhibit 99.3 of Salant's Current
Report on Form 8-K filed on April 30, 1999).
99.7 Disclosure Statement for Chapter 11 Plan of Reorganization
for Salant Corporation, dated December 29, 1998
(incorporated herein by reference to Exhibit 2.4 of Salant's
Current Report on Form 8-K filed on December 29, 1998).
99.8 Press Release, dated May 12, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SALANT CORPORATION
Dated: May 26, 1999 By: /s/ Todd Kahn
----------------------------
Todd Kahn,
Chief Operating Officer
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.5 First Amended Chapter 11 Plan of Reorganization for Salant
Corporation, dated February 3, 1999 (incorporated herein by
reference to Exhibit 2.5 of Salant's Current Report on Form
8-K filed on April 30, 1999).
99.6 Order Pursuant to Section 1129 of the Bankruptcy Code
Confirming the First Amended Plan of Reorganization of
Salant Corporation, dated April 16, 1999 (incorporated
herein by reference to Exhibit 99.3 of Salant's Current
Report on Form 8-K filed on April 30, 1999).
99.7 Disclosure Statement for Chapter 11 Plan of Reorganization
for Salant Corporation, dated December 29, 1998
(incorporated herein by reference to Exhibit 2.4 of Salant's
Current Report on Form 8-K filed on December 29, 1998).
99.8 Press Release, dated May 12, 1999.
EXHIBIT 99.8
FOR IMMEDIATE RELEASE
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CONTACT: Kekst and Company
Wendi Kopsick
James Fingeroth
(212) 521-4800
SALANT CORPORATION EMERGES FROM BANKRUPTCY
New York, NY, May 12, 1999 -- Salant Corporation announced today that
it has successfully emerged from chapter 11 reorganization four and half
months after filing for protection on December 29, 1998. Salant also
announced today that it has entered into a new $85 million revolving credit
facility with The CIT Group/Commercial Services, Inc., its existing working
capital lender.
Salant's chapter 11 plan of reorganization, which was confirmed by the
Bankruptcy Court on April 19, 1999, has now become effective. Under the
Plan, Salant's existing common stock will be cancelled and (i) all of the
outstanding principal amount of Salant's 10-1/2% Senior Secured Notes, plus
all accrued and unpaid interest thereon, will be converted into 95% of
Salant's new common stock, subject to dilution; (ii) all of Salant's
existing common stock will be converted into 5% of Salant's new common
stock, subject to dilution; and (iii) all other claims (including, without
limitation, general unsecured claims (e.g., trade claims)) will be
unimpaired. Under the Plan, each $1,000 principal amount of Senior Notes
(together with all accrued and unpaid interest thereon) will be exchanged
for approximately 91 shares of Salant's new common stock and each share of
old common stock will be exchanged for approximately .033 shares of
Salant's new common stock.
Michael Setola, Salant's Chairman and Chief Executive Officer, stated,
"We are excited about a deleveraged Salant and its prospects for future
growth and profitability in the months and years ahead." Mr. Setola further
commented, "We appreciate the dedication to Salant of our lenders, trade
creditors and employees. Salant's restructuring would not have been
successful without their support. We look forward to a bright future with
the continued support of these most valued partners in our business."
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Statements in this press release that are not strictly historical are
"FORWARD-LOOKING" statements within the meaning of the Safe Harbor
provisions of the federal securities laws. Investors are cautioned that
such statements are solely predictions and speak only as of the date of
this release. Actual results may differ materially due to risks and
uncertainties that are described in Salant's Annual Report on Form 10-K for
1998. These risks include, without limitation, competition from
competitors, the seasonality of Salant's products and risks associated with
Salant's foreign sourcing operations.
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