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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO THE ANNUAL REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 0-19596
SLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30 ROCKEFELLER PLAZA, SUITE 4314, NEW YORK, NEW YORK 10112-4399
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 332-1610
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK,
PAR VALUE $.01
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 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 31, 1996 was $18,094,607.
As of March 31, 1996, 18,859,679 shares of the Registrant's Common Stock, $.01
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements required by Item 14 are included and indexed in Part
II, Item 8.
(a)(2) The financial statement schedules filed as part of the Form
10-K include the following:
SCHEDULE PAGE
II Valuation and Qualifying Accounts and Reserves 43
(a)(3) The following is a list of all Exhibits filed as part of this Report:
The exhibits designated by an asterisk are management contracts and
compensatory plans and arrangements required to be filed as exhibits to
this Form 10-K.
Exhibit No. Description
3.1 Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to
the Company's Registration Statement (No. 33-43302) on Form S-1 and
incorporated herein by reference.
3.2 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
3.3 Amendment to the Certificate of Incorporation of the Company dated
May 26, 1994.
3.4 Certificate of Designations, Preferences and Rights of Series A
Junior Preferred Shares.
4.1 Rights Agreement, dated February 1, 1995, between the Company and
Fleet National Bank, as rights agent.
10.1 Employment Agreement, dated January 1, 1993, between Howard J.
Zunenshine and the Company. Filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.*
10.2 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and SLM Canada Inc. Filed as Exhibit 10.39 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.3 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.40 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.4 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.41 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.5 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.42 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.6 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sports Maska Inc. Filed as Exhibit 10.43 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
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10.7 Form of Grant of Stock Option under 1991 Stock Option Plan of the
Company. Filed as Exhibit 10.68 to the Company's Registration
Statement (No. 33-43302) on Form S-1 and incorporated herein by
reference.*
10.8 Form of Grant of Stock Option under 1991 Stock Option Plan of the
Company. Filed as Exhibit 10.69 to the Company's Registration
Statement (No. 33-43302) on Form S-1 and incorporated by reference.*
10.9 Employment Agreement, dated as of January 1, 1993, between David
Zunenshine and the Company. Filed as Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.*
10.10 Management Agreement, dated as of July 1, 1994, between Elkana
Limited Liability Co. and the Company. Filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference.*
10.11 Loan and Security Agreement dated as of December 3, 1992 among SLM
International, Inc., SLM Inc., SLM Canada Inc., Sport Maska, Inc.,
Maska U.S. Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates
Limited, the lenders named therein and Fleet Credit Corporation.
Filed as Exhibit 1 to the Form 8-K of the Company filed on December
28, 1992.
10.12 First Amendment to Loan and Security Agreement, dated as of June 23,
1993, among the Company, SLM Inc., SLM Canada Inc., Sport Maska Inc.,
Maska U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates
Limited, The Toy Factory, Inc., InfoMarketing Inc., the lenders named
therein and Fleet Credit Corporation, as agent. Filed as Exhibit 1 to
the Form 8-K of the Company filed on July 9, 1993.
10.13 Canadian Asset Purchase Agreement, dated as of January 18, 1994,
between K-Brand Ltd. and K-Products, Inc. and #1 Apparel Canada Inc.
and the Company. Filed as Exhibit 1 to the Form 8-K of the Company
filed on February 14, 1994.
10.14 U.S. Asset Purchase Agreement, dated as of January 18, 1994, between
K-Products, Inc. and #1 Apparel, Inc. and the Company. Filed as
Exhibit 2 to the Form 8-K of the Company filed on February 14, 1994.
10.15 Fourth Amendment to Loan and Security Agreement, dated as of March 4,
1994, among the Company, Buddy L Inc. (f/k/a SLM Inc.), Buddy L.
Canada Inc. (f/k/a SLM Canada Inc.), Sport Maska Inc., Maska U.S.,
Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates Limited, The
Toy Factory, Inc., Consumer InfoMarketing, Inc. (f/k/a InfoMarketing
Inc.), #1 Apparel, Inc., #1 Apparel Canada Inc., Buddy L St. Thomas,
Inc., the lenders named therein and Fleet Credit Corporation, as
agent. Filed as Exhibit 1 to the Form 8-K filed by the Company on
March 25, 1994.
10.16 Note Purchase Agreements, dated as of February 15, 1994, among the
Company, Buddy L Inc., Buddy L Canada Inc., Sport Maska Inc., Maska
U.S., Inc., Mitchel & King Skates Limited, The Toy Factory, Inc.,
Consumer InfoMarketing, Inc., #1 Apparel, Inc., #1 Apparel Canada
Inc. and the purchasers listed therein. Filed as Exhibit 2 to the
Form 8-K filed by the Company on March 25, 1994.
10.17 Agented Co-Pledge Agreement, dated as of March 4, 1994, among the
Company, the lenders named therein, the purchasers named therein and
United States Trust Company of New York, as Pledge Agent. Filed as
Exhibit 3 to the Form 8-K filed by the Company on March 25, 1994.
10.18 Agented Co-Pledge Agreement, dated as of March 4, 1994, among Buddy L
Inc., the lenders named therein, the purchasers named therein and
United States Trust Company of New York, as Pledge Agent. Filed as
Exhibit 4 to the Form 8-K filed by the Company on March 25, 1994.
10.19 Fifth Amendment to Loan and Security Agreement, dated as of March 31,
1994, among the Company, Buddy L Inc. (f/k/a SLM Inc.), Buddy L.
Canada Inc. (f/k/a SLM Canada Inc.), Sport Maska Inc., Maska U.S.,
Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates Limited, The
Toy Factory, Inc.,
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Consumer InfoMarketing Inc. (f/k/a InfoMarketing Inc.), #1 Apparel,
Inc., #1 Apparel Canada Inc., Buddy L St. Thomas, Inc., the lenders
named therein and Fleet Credit Corporation, as agent. Filed as
Exhibit 10.33 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 and incorporated herein by reference.
10.20 Executive Employment Agreement, dated as of October 12, 1994, between
John A. Sarto and the Company. Filed as Exhibit 12.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended October 1, 1994
and incorporated herein by reference.*
10.21 Retail License Agreement, dated March 8, 1995, between Maska U.S.
Inc. and NHL Enterprises Inc. Filed as Exhibit 10.30 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.*
10.22 Retail License Agreement, dated March 8, 1995, between Sport Maska
Inc. and NHL Enterprises Canada Inc. Filed as Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference.*
10.23 Sixth Amendment to Loan and Security Agreement, dated as of July 13,
1994, among the Company, Buddy L Inc., Buddy L Canada Inc., Sport
Maska Inc., Maska U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel &
King Skates Limited, The Toy Factory, Inc., Consumer InfoMarketing,
Inc., #1 Apparel, Inc., Buddy L St. Thomas, Inc., the lenders named
therein and Fleet Credit Corporation, as agent. Filed as Exhibit 1 to
the Form 8-K filed by the Company on August 1, 1994.
10.24 Amendment to Loan and Security Agreement dated as of February 23,
1995, among the Company, Buddy L Inc., Buddy L Canada Inc., Sport
Maska Inc., Maska U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel &
King Skates Limited, The Toy Factory, Inc., Consumer InfoMarketing,
Inc., #1 Apparel, Inc., Buddy L St. Thomas, Inc., the lenders named
therein and Fleet Credit Corporation, as agent. Filed as Exhibit
10.33 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.25 Amendment, dated as of December 2, 1994, to the Employment Agreement
dated as of January 1, 1993 between Howard J. Zunenshine and the
Company. Filed as Exhibit 10.34 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.*
10.26 Amendment to Executive Employment Agreement, dated June 1, 1995,
between the Company and Howard J. Zunenshine (filed herewith).*
10.27 Second Amendment to Executive Employment Agreement, dated October 15,
1995, between the Company and Howard J. Zunenshine (filed herewith).*
10.28 Amendment to Executive Employment Agreement, dated June 1, 1995,
between the Company and John A. Sarto (filed herewith).*
10.29 Second Amendment to Executive Employment Agreement, dated September
15, 1995, between the Company and John A. Sarto (filed herewith).*
10.30 Term Note, issued in the principal sum of $6,000,000, dated June 28,
1995, between Maska U.S., Inc., as Payor, and T. Copeland & Sons,
Inc. and Copeland Properties, Inc., collectively, as Payee (filed
herewith).
10.31 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Maska U.S., Inc. (filed herewith).*
10.32 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Sport Maska, Inc. (filed herewith).*
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10.33 Settlement Agreement, dated June 28, 1995, between T. Copeland &
Sons, Inc. and Copeland Properties, Inc. and Howard J. Zunenshine and
Maska U.S., Inc. (filed herewith).
10.34 Lease, dated January 18, 1994, between Secretariat Realty Corp. and
Maska U.S., Inc. (filed herewith).*
10.35 Deed of Lease, dated November 1, 1994, between ZMD Sports Investments
Inc. and Sport Maska Inc. (filed herewith).*
10.36 Deed of Lease, dated January 27, 1995, between Doulka Investments
Inc. and Buddy L Canada Inc. (filed herewith).*
10.37 Deed of Lease, dated January 27, 1995, between ZMD Sports Investments
Inc. and Sport Maska Inc. (filed herewith).*
10.38 Deed of Lease, dated January 27, 1995, between ZMD Sports Investments
Inc. and Sport Maska Inc. (filed herewith).*
10.39 Deed of Lease, dated January 27, 1995, between ZMD Sports Investments
Inc. and Sport Maska Inc. (filed herewith).*
10.40 Settlement Agreement, dated November 21, 1995, among the Company,
certain subsidiaries, the Buddy L Creditors Committee and certain
Lenders (filed herewith).
10.41 Standstill Agreement, dated as of June 5, 1995, among the Company,
certain subsidiaries of the Company, certain lenders and certain
shareholder entities. Filed as Exhibit 1 to the Form 8-K filed by the
Company on June 9, 1995.
10.42 Registration Rights Agreement, dated as of June 5, 1995, between the
Company and certain lenders. Filed as Exhibit 2 to the Form 8-K filed
by the Company on June 9, 1995.
10.43 Form of Non-Escrowed Common Stock Warrant issued to certain lenders.
Filed as Exhibit 3 to the Form 8-K filed by the Company on June 9,
1995.
10.44 Form of Escrowed Common Stock Warrant issued to certain lenders.
Filed as Exhibit 4 to the Form 8-K filed by the Company on June 9,
1995.
10.45 Forbearance Agreement, dated as of June 5, 1995, among the Company,
certain subsidiaries of the Company, certain lenders and certain
shareholder entities. Filed as Exhibit 5 to the Form 8-K filed by the
Company on June 9, 1995.
10.46 Registration Rights Agreement, dated as of June 5, 1995, between the
Company and Fleet Credit Corporation. Filed as Exhibit 6 to the Form
8-K filed by the Company on June 9, 1995.
10.47 Form of Common Stock Warrant issued to certain bank lenders. Filed as
Exhibit 7 to the Form 8-K filed by the Company on June 9, 1995.
10.48 Intercreditor Agreement, dated as of June 5, 1995, among certain bank
lenders, certain lenders, The Chase Manhattan Bank, N.A. and United
States Trust Company of New York. Filed as Exhibit 8 to the Form 8-K
filed by the Company on June 9, 1995.
10.49 Executive Employment Agreement, dated as of January 30, 1995, between
the Company and Richard S. Levy (filed herewith).*
10.50 Amendment to Executive Employment Agreement, dated as of September
10, 1995, between the Company and Richard S. Levy (filed herewith).*
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21 Subsidiaries of the Company (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Raymond, Chabot, Martin Pare (filed herewith).
27.1 Financial Data Schedule for the year ended December 31, 1995 (filed
herewith).
(b) Reports on Form 8-K.
1. On March 2, 1995, the Company filed a Form 8-K with respect to (i) the
filing of a Chapter 11 petition by Buddy L Inc., (ii) the entering into
of an agreement to sell certain assets of Buddy L Inc. and Buddy L (Hong
Kong) Limited and (iii) the acceleration of indebtedness by certain
Lenders to the Company. This report was filed in compliance with Item 5
of Form 8-K.
2. On May 19, 1995, the Company filed a Form 8-K with respect to the sale
of certain assets of Buddy L Inc. and Buddy L (Hong Kong) Limited to
Empire of Carolina, Inc. This report was filed in compliance with Item 5
of Form 8-K.
3. On June 9, 1995, the Company filed a Form 8-K with respect to entering
into a Standstill Agreement and Forbearance Agreement with certain
Lenders. This report was filed in compliance with Item 5 of Form 8-K.
4. On July 7, 1995, the Company filed a Form 8-K with respect to (i) the
completion of the sale of Buddy L Inc. and Buddy L (Hong Kong) Limited
and (ii) the completion of the sale of its fitness business. This report
was filed in compliance with Item 5 of Form 8-K.
5. On October 24, 1995, the Company filed a Form 8-K with respect to the
filing of a Chapter 11 petition by the Company in the United States
Bankruptcy Court for the District of Delaware. This report was filed in
compliance with Item 5 of Form 8-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 19th day of July, 1996.
SLM INTERNATIONAL, INC.
By: /s/ John A. Sarto
--------------------------------------------------
Name: John A. Sarto
Title: Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K/A has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board and Director July 19, 1996
- ----------------------------------------
David Zunenshine*
* Chief Executive Officer and Director July 19, 1996
- ---------------------------------------- (Principal Executive Officer)
Howard J. Zunenshine*
/s/ John A. Sarto Vice President and Chief Financial Officer July 19, 1996
- ---------------------------------------- (Principal Financial Officer)
John A. Sarto
/s/ Kenneth A. Bloom Vice President July 19, 1996
- ---------------------------------------- (Principal Accounting Officer)
Kenneth A. Bloom
* Director July 19, 1996
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Michael Zunenshine*
* Director July 19, 1996
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James C. Jarocki*
* Director July 19, 1996
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Donald M. Flaks*
* By: John A Sarto
----------------------------------
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Incorporation of the Company. Filed as Exhibit 3.1
to the Company's Registration Statement (No. 33-43302) on Form S-1
and incorporated herein by reference.
3.2 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
3.3 Amendment to the Certificate of Incorporation of the Company dated
May 26, 1994.
3.4 Certificate of Designations, Preferences and Rights of Series A
Junior Preferred Shares.
4.1 Rights Agreement, dated February 1, 1995, between the Company and
Fleet National Bank, as rights agent.
10.1 Employment Agreement, dated January 1, 1993, between Howard J.
Zunenshine and the Company. Filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993
and incorporated herein by reference.*
10.2 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and SLM Canada Inc. Filed as Exhibit 10.39 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.3 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.40 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.4 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.41 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.5 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sport Maska Inc. Filed as Exhibit 10.42 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.6 Lease, dated October 22, 1991, between ZMD Sports Investments Inc.
and Sports Maska Inc. Filed as Exhibit 10.43 to the Company's
Registration Statement (No. 33-43302) on Form S-1 and incorporated
herein by reference.
10.7 Form of Grant of Stock Option under 1991 Stock Option Plan of the
Company. Filed as Exhibit 10.68 to the Company's Registration
Statement (No. 33-43302) on Form S-1 and incorporated herein by
reference.*
10.8 Form of Grant of Stock Option under 1991 Stock Option Plan of the
Company. Filed as Exhibit 10.69 to the Company's Registration
Statement (No. 33-43302) on Form S-1 and incorporated by
reference.*
10.9 Employment Agreement, dated as of January 1, 1993, between David
Zunenshine and the Company. Filed as Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference.*
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10.10 Management Agreement, dated as of July 1, 1994, between Elkana
Limited Liability Co. and the Company. Filed as Exhibit 10.11 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.*
10.11 Loan and Security Agreement dated as of December 3, 1992 among SLM
International, Inc., SLM Inc., SLM Canada Inc., Sport Maska, Inc.,
Maska U.S. Inc., Buddy L (Hong Kong) Limited, Mitchel & King
Skates Limited, the lenders named therein and Fleet Credit
Corporation. Filed as Exhibit 1 to the Form 8-K of the Company
filed on December 28, 1992.
10.12 First Amendment to Loan and Security Agreement, dated as of June
23, 1993, among the Company, SLM Inc., SLM Canada Inc., Sport
Maska Inc., Maska U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel
& King Skates Limited, The Toy Factory, Inc., InfoMarketing Inc.,
the lenders named therein and Fleet Credit Corporation, as agent.
Filed as Exhibit 1 to the Form 8-K of the Company filed on July 9,
1993.
10.13 Canadian Asset Purchase Agreement, dated as of January 18, 1994,
between K-Brand Ltd. and K- Products, Inc. and #1 Apparel Canada
Inc. and the Company. Filed as Exhibit 1 to the Form 8-K of the
Company filed on February 14, 1994.
10.14 U.S. Asset Purchase Agreement, dated as of January 18, 1994,
between K-Products, Inc. and #1 Apparel, Inc. and the Company.
Filed as Exhibit 2 to the Form 8-K of the Company filed on
February 14, 1994.
10.15 Fourth Amendment to Loan and Security Agreement, dated as of March
4, 1994, among the Company, Buddy L Inc. (f/k/a SLM Inc.), Buddy
L. Canada Inc. (f/k/a SLM Canada Inc.), Sport Maska Inc., Maska
U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates
Limited, The Toy Factory, Inc., Consumer InfoMarketing, Inc.
(f/k/a InfoMarketing Inc.), #1 Apparel, Inc., #1 Apparel Canada
Inc., Buddy L St. Thomas, Inc., the lenders named therein and
Fleet Credit Corporation, as agent. Filed as Exhibit 1 to the Form
8-K filed by the Company on March 25, 1994.
10.16 Note Purchase Agreements, dated as of February 15, 1994, among the
Company, Buddy L Inc., Buddy L Canada Inc., Sport Maska Inc.,
Maska U.S., Inc., Mitchel & King Skates Limited, The Toy Factory,
Inc., Consumer InfoMarketing, Inc., #1 Apparel, Inc., #1 Apparel
Canada Inc. and the purchasers listed therein. Filed as Exhibit 2
to the Form 8-K filed by the Company on March 25, 1994.
10.17 Agented Co-Pledge Agreement, dated as of March 4, 1994, among the
Company, the lenders named therein, the purchasers named therein
and United States Trust Company of New York, as Pledge Agent.
Filed as Exhibit 3 to the Form 8-K filed by the Company on March
25, 1994.
10.18 Agented Co-Pledge Agreement, dated as of March 4, 1994, among
Buddy L Inc., the lenders named therein, the purchasers named
therein and United States Trust Company of New York, as Pledge
Agent. Filed as Exhibit 4 to the Form 8-K filed by the Company on
March 25, 1994.
10.19 Fifth Amendment to Loan and Security Agreement, dated as of March
31, 1994, among the Company, Buddy L Inc. (f/k/a SLM Inc.), Buddy
L. Canada Inc. (f/k/a SLM Canada Inc.), Sport Maska Inc., Maska
U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel & King Skates
Limited, The Toy Factory, Inc., Consumer InfoMarketing Inc. (f/k/a
InfoMarketing Inc.), #1 Apparel, Inc., #1 Apparel Canada Inc.,
Buddy L St. Thomas, Inc., the lenders named therein and Fleet
Credit Corporation, as agent. Filed as Exhibit 10.33 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference.
10.20 Executive Employment Agreement, dated as of October 12, 1994,
between John A. Sarto and the Company. Filed as Exhibit 12.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
October 1, 1994 and incorporated herein by reference.*
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10.21 Retail License Agreement, dated March 8, 1995, between Maska U.S.
Inc. and NHL Enterprises Inc. Filed as Exhibit 10.30 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.*
10.22 Retail License Agreement, dated March 8, 1995, between Sport Maska
Inc. and NHL Enterprises Canada Inc. Filed as Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.*
10.23 Sixth Amendment to Loan and Security Agreement, dated as of July
13, 1994, among the Company, Buddy L Inc., Buddy L Canada Inc.,
Sport Maska Inc., Maska U.S., Inc., Buddy L (Hong Kong) Limited,
Mitchel & King Skates Limited, The Toy Factory, Inc., Consumer
InfoMarketing, Inc., #1 Apparel, Inc., Buddy L St. Thomas, Inc.,
the lenders named therein and Fleet Credit Corporation, as agent.
Filed as Exhibit 1 to the Form 8-K filed by the Company on August
1, 1994.
10.24 Amendment to Loan and Security Agreement dated as of February 23,
1995, among the Company, Buddy L Inc., Buddy L Canada Inc., Sport
Maska Inc., Maska U.S., Inc., Buddy L (Hong Kong) Limited, Mitchel
& King Skates Limited, The Toy Factory, Inc., Consumer
InfoMarketing, Inc., #1 Apparel, Inc., Buddy L St. Thomas, Inc.,
the lenders named therein and Fleet Credit Corporation, as agent.
Filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference.
10.25 Amendment, dated as of December 2, 1994, to the Employment
Agreement dated as of January 1, 1993 between Howard J. Zunenshine
and the Company. Filed as Exhibit 10.34 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.*
10.26 Amendment to Executive Employment Agreement, dated June 1, 1995,
between the Company and Howard J. Zunenshine (filed herewith).*
10.27 Second Amendment to Executive Employment Agreement, dated October
15, 1995, between the Company and Howard J. Zunenshine (filed
herewith).*
10.28 Amendment to Executive Employment Agreement, dated June 1, 1995,
between the Company and John A. Sarto (filed herewith).*
10.29 Second Amendment to Executive Employment Agreement, dated
September 15, 1995, between the Company and John A. Sarto (filed
herewith).*
10.30 Term Note, issued in the principal sum of $6,000,000, dated June
28, 1995, between Maska U.S., Inc., as Payor, and T. Copeland &
Sons, Inc. and Copeland Properties, Inc., collectively, as Payee
(filed herewith).
10.31 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Maska U.S., Inc. (filed herewith).*
10.32 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Sport Maska, Inc. (filed herewith).*
10.33 Settlement Agreement, dated June 28, 1995, between T. Copeland &
Sons, Inc. and Copeland Properties, Inc. and Howard J. Zunenshine
and Maska U.S., Inc. (filed herewith).
10.34 Lease, dated January 18, 1994, between Secretariat Realty Corp.
and Maska U.S., Inc. (filed herewith).*
10.35 Deed of Lease, dated November 1, 1994, between ZMD Sports
Investments Inc. and Sport Maska Inc. (filed herewith).*
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10.36 Deed of Lease, dated January 27, 1995, between Doulka Investments
Inc. and Buddy L Canada Inc. (filed herewith).*
10.37 Deed of Lease, dated January 27, 1995, between ZMD Sports
Investments Inc. and Sport Maska Inc. (filed herewith).*
10.38 Deed of Lease, dated January 27, 1995, between ZMD Sports
Investments Inc. and Sport Maska Inc. (filed herewith).*
10.39 Deed of Lease, dated January 27, 1995, between ZMD Sports
Investments Inc. and Sport Maska Inc. (filed herewith).*
10.40 Settlement Agreement, dated November 21, 1995, among the Company,
certain subsidiaries, the Buddy L Creditors Committee and certain
Lenders (filed herewith).
10.41 Standstill Agreement, dated as of June 5, 1995, among the Company,
certain subsidiaries of the Company, certain lenders and certain
shareholder entities. Filed as Exhibit 1 to the Form 8-K filed by
the Company on June 9, 1995.
10.42 Registration Rights Agreement, dated as of June 5, 1995, between
the Company and certain lenders. Filed as Exhibit 2 to the Form
8-K filed by the Company on June 9, 1995.
10.43 Form of Non-Escrowed Common Stock Warrant issued to certain
lenders. Filed as Exhibit 3 to the Form 8-K filed by the Company
on June 9, 1995.
10.44 Form of Escrowed Common Stock Warrant issued to certain lenders.
Filed as Exhibit 4 to the Form 8-K filed by the Company on June 9,
1995.
10.45 Forbearance Agreement, dated as of June 5, 1995, among the
Company, certain subsidiaries of the Company, certain lenders and
certain shareholder entities. Filed as Exhibit 5 to the Form 8-K
filed by the Company on June 9, 1995.
10.46 Registration Rights Agreement, dated as of June 5, 1995, between
the Company and Fleet Credit Corporation. Filed as Exhibit 6 to
the Form 8-K filed by the Company on June 9, 1995.
10.47 Form of Common Stock Warrant issued to certain bank lenders. Filed
as Exhibit 7 to the Form 8-K filed by the Company on June 9, 1995.
10.48 Intercreditor Agreement, dated as of June 5, 1995, among certain
bank lenders, certain lenders, The Chase Manhattan Bank, N.A. and
United States Trust Company of New York. Filed as Exhibit 8 to the
Form 8-K filed by the Company on June 9, 1995.
10.49 Executive Employment Agreement, dated as of January 30, 1995,
between the Company and Richard S. Levy (filed herewith).*
10.50 Amendment to Executive Employment Agreement, dated as of September
10, 1995, between the Company and Richard S. Levy (filed
herewith).*
21 Subsidiaries of the Company (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Raymond, Chabot, Martin Pare (filed herewith).
27.1 Financial Data Schedule for the year ended December 31, 1995
(filed herewith).
-11-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1995 FORM 10K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> DEC-31-1995 DEC-31-1994
<CASH> 18,605 8,344
<SECURITIES> 0 0
<RECEIVABLES> 41,346 53,853
<ALLOWANCES> 0 0
<INVENTORY> 50,898 58,284
<CURRENT-ASSETS> 124,409 160,668
<PP&E> 13,496 12,996
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 138,028 192,838
<CURRENT-LIABILITIES> 14,321 199,028
<BONDS> 0 0
0 0
0 0
<COMMON> 189 189
<OTHER-SE> (78,831) (6,473)
<TOTAL-LIABILITY-AND-EQUITY> 138,028 192,838
<SALES> 160,973 180,806
<TOTAL-REVENUES> 160,973 180,806
<CGS> 107,266 113,577
<TOTAL-COSTS> 107,266 113,577
<OTHER-EXPENSES> 87,903 <FN1> 66,771 <FN1>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 17,078 6,713
<INCOME-PRETAX> (51,274) (6,255)
<INCOME-TAX> 605 (11)
<INCOME-CONTINUING> (51,879) (6,244)
<DISCONTINUED> (25,569) (105,725)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (77,448) (111,969)
<EPS-PRIMARY> (4.11) (5.94)
<EPS-DILUTED> (4.11) (5.94)
<FN1>
Other expenses include Selling, General & Administrative Expenses, Unusual
Charges, Debt Related Fees, and Other Expenses (Income).
</FN1>
</TABLE>
