SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10860
THE HE-RO GROUP, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3615898
------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10018
550 Seventh Avenue
New York, NY (Zip Code)
(Address of principal
executive offices)
(212) 840-6047
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock Outstanding at October 11, 1996
- ------------------------------------- ----------------------------------------
$.01 par value 6,717,333
<PAGE>
THE HE-RO GROUP, LTD. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
1. Section (a) of Item 6 is amended to add as Exhibit 27, Financial
Data Schedule.
2. The following document is being filed herewith as Exhibit 27 in
accordance with Item 601 of Regulation S-K:
Exhibit 27. Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, The He-Ro Group, Ltd. has duly caused this Quarterly Report on Form
10-Q/A-1 to be signed on its behalf by the undersigned thereto duly authorized.
THE HE-RO GROUP, LTD.
(Registrant)
By: /s/ Sam D. Kaplan
---------------------------------
Name: Sam D. Kaplan
Title: Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
TO
THE QUARTERLY REPORT
ON FORM 10-Q
FOR THE QUARTER ENDED AUGUST 31, 996
OF
THE HE-RO GROUP, LTD.
Exhibit Description Sequentially
No. Numbered
Page
3.1 Restated Certificate of Incorporation of
Registrant. Incorporated by reference to Exhibit
3.1 of Registrant's Annual Report on Form 10-K for
the year ended May 31, 1995 ("Registrant's 1995
10-K").
3.2 Bylaws of Registrant, as amended. Incorporated by
reference to Exhibit 3.2 of Registrants 1995 10-K.
3.3 Specimen Certificate for Common Stock of
Registrant. Incorporated by reference to Exhibit
3.3 of Registrant's 1995 10-K
10.1 Lease dated December 20, 1990 between Hartz
Mountain Industries, Inc. and The He-Ro Group,
Inc. relating to the premises located at 35
Enterprise Avenue, Secaucus, New Jersey.
Incorporated by reference to Exhibit 10.1 of
Registrant's 1995 10-K.
10.2 Sublease date May 24, 1994 between The He-Ro
Group, Inc. (as sublessor) and USA Cargo
Distribution Center (as sublessee) relating to the
premises located at One American Way, Secaucus,
New Jersey. Incorporated by reference to Exhibit
10.2 of the Registrant's 1995 10-K.
10.3 Lease dated September 21, 1994, between The Louis
Adler Realty Company H.R.I., Inc. relating to the
premises located at 550 Seventh Avenue, New York,
New York. Incorporated by reference to Exhibit
10.3 of Registrant's 1995 10-K.
10.4 Lease dated September 24, 1994, between The Louis
Adler Realty Company and H.R.I., Inc. relating to
the premises located at 550 Seventh Avenue, New
York, New York. Incorporated by reference to
Exhibit 10.4 of Registrant's 1995 10-K.
10.5 Lease dated September 21, 1994, between The Louis
Adler Realty Company and H.R.I., Inc. relating to
the premises located at 550 Seventh Avenue, New
York, New York. Incorporated by reference to
Exhibit 10.10 of Registrant's 1995 10-K.
10.6 Lease dated September 21, 1994, between The Louis
Adler Realty Company and The He-Ro Group, Inc.
relating to the premises located at 530 Seventh
Avenue, New York, New York. Incorporated by
reference to Exhibit 10.6 of Registrant's 1995
10-K.
(Page 1 of 3)
<PAGE>
10.7 Tenancy Agreement dated December 20, 1994, between
Grandford Development and The He-Ro Group, Inc.
relating to the premises located at Cosmos Sing
Shing Building, 81 Hung To Road, Kwun Tong,
Kowloon, Hong Kong. Incorporated by reference to
Exhibit 10.7 of Registrant's 1995 10-K.
10.8 License Agreement dated June 1, 1990, between The
He-Ro Group, Inc. and Oleg Cassini, Inc. ("Cassini
License"). Incorporated by reference to Exhibit
10.8 of Registrant's 1995 10-K.
10.8.1 Letter Agreement dated December 15, 1995, from
Oleg Cassini, Inc. to the He-Ro Group, Inc.,
amending Cassini License. Incorporated by
reference to Exhibit 10.8.1 of Registrant's Annual
Report on Form 10-K for the year ended May 31,
1996 ("Registrant's 1996 10-K").
10.9 Fourth Amended and Restated Revolving Credit
Agreement dated as of May 15, 1995, by and among
The He-Ro Group, Inc., and Marine Midland Bank,
N.A., as agent, The Chase Manhattan Bank, The
Hongkong Shanghai Banking Corporation Limited and
ABN AMRO Bank N.V. Incorporated by reference to
Exhibit 10.9 of Registrant's 1995 10- K.
10.10 Loan and Security Agreement dated as of May 12,
1995, by and between The He-Ro Group, Ltd. and
certain of its subsidiaries and Foothill Capital
Corporation, as amended. Incorporated by reference
to Exhibit 10.10 of Registrant's 1996 10-K.
10.11 Contribution Agreement dated as of May 20, 1991,
between the Registrant and Herbert Rounick.
Incorporated by reference to Exhibit 10.11 of
Registrant's 1995 10-K.
10.12 1991 Stock Option Plan. Incorporated by reference
to Exhibit 10.12 of Registrant's 1995 10-K.
10.13 1992 Outside Director Stock Option Plan.
Incorporated by reference to Exhibit 10.13 of
Registrant's 1995 10-K.
10.14 1993 Outside Director Stock Option Plan.
Incorporated by reference to Exhibit 10.14 of
Registrant's 1995 10-K.
10.15 Amended and Restated 1994 Outside Director Stock
Option Plan. Incorporated by reference to Exhibit
10.15 of Registrant's 1996 10-K.
10.16 Employment Agreement dated May 14, 1993 by and
between Allan R. Bogner and the Registrant (the
"Bogner Employment Agreement"). Incorporated by
reference to Exhibit 10.16 of Registrant's 1995
10-K.
(Page 2 of 3)
<PAGE>
10.17 Letter dated June 1, 1994 from The He-Ro Group,
Ltd. to Allan R. Bogner relating to Bogner
Employment Agreement. Incorporated by reference to
Exhibit 10.17 of Registrant's 1995 10-K.
10.18 Settlement Agreement dated November 30, 1995,
between Allan R. Bogner and the Registrant.
Incorporated by reference to Exhibit 10.18 of
Registrant's Quarterly Report on Form 10-Q for the
quarter ended February 29, 1996.
*10.19 Note and Common Stock Purchase Agreement, dated as
of September 25, 1996, by and among Registrant,
The He-Ro Group, Inc., Vasiliki Della Pasvantidou
Rounick, individually and as the Executrix of the
Estate of Herbert Rounick, and Sun Investment
Partnership I, Ltd.
21.1 Subsidiaries of the Registrant. Incorporated by
reference to Exhibit 21.1 of Registrant's 1995
10-K
t27. Financial Data Schedule
* Filed with Form 10-Q.
t Filed with Form 10-Q/A-1.
(Page 3 of 3)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> May-31-1997
<PERIOD-START> Jun-01-1996
<PERIOD-END> Aug-31-1996
<CASH> $613,000
<SECURITIES> $0
<RECEIVABLES> $7,973,000
<ALLOWANCES> $350,000
<INVENTORY> $15,281,000
<CURRENT-ASSETS> $24,074,000
<PP&E> $9,768,000
<DEPRECIATION> $7,563,000
<TOTAL-ASSETS> $27,846,000
<CURRENT-LIABILITIES> $20,813,000
<BONDS> 0
0
0
<COMMON> 6,717,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $27,846,000
<SALES> $11,577,000
<TOTAL-REVENUES> $11,577,000
<CGS> $6,935,000
<TOTAL-COSTS> $6,935,000
<OTHER-EXPENSES> $5,075,000
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $561,000
<INCOME-PRETAX> ($994,000)
<INCOME-TAX> $0
<INCOME-CONTINUING> ($994,000)
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> ($994,000)
<EPS-PRIMARY> ($0.15)
<EPS-DILUTED> ($0.15)
</TABLE>
