HE RO GROUP LTD
8-K/A, 1998-01-08
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
Previous: MEDAREX INC, DEFS14A, 1998-01-08
Next: GREEN CENTURY FUNDS, 497, 1998-01-08



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                              ---------------------

                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 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 24, 1997
                                                 --------------------------


                              THE HE-RO GROUP, LTD.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                       1-10860                  13-36155898
- --------------------------------------------------------------------------------
(State or other                   (Commission               (IRS Employer
jurisdiction of                   File Number)            Identification No.)
incorporation)

                  530 Seventh Avenue, New York, New York 10018
- --------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)


Registrant's telephone number, including area code   (212) 398-6161
                                                     ---------------------------

- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>   2
ITEM 7.  Financial Statements and Exhibits.


         (a)      Financial Statements.

                           Financial Statements will be filed by further
                           amendment to the Form 8-K within 60 days of the date
                           the initial report on Form 8-K was required to be
                           filed.

         (b)      Pro Forma Financial Information.

                           Pro Forma Financial Information will be filed by
                           further amendment to the Form 8-K within 60 days of
                           the date the initial report on Form 8-K was required
                           to be filed.

         (c) The following documents are filed herewith as exhibits to this Form
8-K/A:

                  2.1      Stock Purchase Agreement dated as of October 16,
                           1997, among the Registrant, Nah Nah, Hong J. Han and
                           Della Rounick (previously filed with the initial
                           report on Form 8-K).

                  16.1     Letter from Arthur Andersen.

                  99.1     Factoring and Revolving Inventory Loan and Security
                           Agreement dated as of December 24, 1997, among The
                           He-Ro Group, Inc., Nah Nah Collection, Inc., HRNL,
                           Inc., The He-Ro Group, Ltd. and its several
                           wholly-owned, active U.S. subsidiaries and Heller
                           Financial, Inc. (previously filed with initial report
                           on Form 8-K).



                                       -2-
<PAGE>   3
                                   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 hereunto duly authorized.


Dated:   January 8, 1998

                                             THE HE-RO GROUP, LTD.



                                             By:  /s/ Hong J. Han
                                                 -------------------------------
                                                   Hong J. Han
                                                   President and
                                                   Chief Executive Officer


                                       -3-
<PAGE>   4
                                  Exhibit Index

                  *2.1     Stock Purchase Agreement dated as of October 16,
                           1997, among the Registrant, Nah Nah, Hong J. Han and
                           Della Rounick.

                **16.1     Letter from Arthur Andersen.

                  *99.1    Factoring and Revolving Inventory Loan and Security
                           Agreement dated as of December 24, 1997, among The
                           He-Ro Group, Inc., Nah Nah Collection, Inc., HRNL,
                           Inc., The He-Ro Group, Ltd. and its several
                           wholly-owned, active U.S. subsidiaries and Heller
                           Financial, Inc.

                  --------------------
                  * Previously filed.
                  ** Filed herewith.


                                       -4-


<PAGE>   1
                                                                    EXHIBIT 16.1

                          [ARTHUR ANDERSEN LETTERHEAD]

January 5, 1998

Mr. Michael Sutton
Chief Accountant
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Mr. Sutton:

We have read Item 4 included in the attached Form 8-K dated December 30, 1997
of He-Ro Group, Ltd. filed with the Securities and Exchange Commission and are
in agreement with the statement contained therein.

Very truly yours,

ARTHUR ANDERSEN LLP

By /s/ Raymon J. Adiletta
   ----------------------
   Raymon J. Adiletta

Attachment

Copy to:
Mr. Sam Kaplan, Chief Financial Officer, He-Ro Group, Ltd.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission