SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) January 23, 1997
SLM INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-0-19596 13-36-32297
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(State of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
c/o Maska U.S., Inc., 9 Vose Farm Road, Peterborough, NH 03458
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(Address of principal executive offices) (Zip Code)
(603) 924-6978
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(Registrant's telephone number, including area code)
30 Rockefeller Plaza, New York, New York 10112
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 23, 1997, the United States Bankruptcy Court for the District of
Delaware confirmed the Plan of Reorganization (the "Plan") of SLM International,
Inc. (the "Company"). The Plan provides for a significant de-leveraging of the
Company's capital structure and the conversion of the majority of the Company's
existing debt into one hundred percent of the equity of the reorganized entity
(the "Reorganized Company") that will be issued upon the effective date of the
Plan (the "Effective Date"). It is currently anticipated that the Effective Date
will be in mid-March.
Pursuant to the Plan, the Reorganized Company will issue an aggregate of
6.5 million shares of newly authorized common stock, $.01 par value (as adjusted
to take account of fractional interests pursuant to the Plan) (the "New Common
Stock"). The New Common Stock will be owned by Wellspring Associates, L.L.C., a
New York-based private investment firm, and a group of insurance companies
including The Equitable Life Assurance Society of the United States, Phoenix
Home Life Mutual Insurance Company, The Northwestern Mutual Life Insurance
Company and GE Capital Assurance Company.
The Company's existing stockholders (holding 19,859,679 shares of the
Company's old common stock, $.01 par value (the "Common Stock")), will receive a
total of 300,000 five-year warrants (each a "Warrant" and collectively, the
"Warrants") to purchase an aggregate of 300,000 shares of New Common Stock at an
exercise price currently expected to be substantially above the initial value of
the New Common Stock. Each holder of approximately 67 shares of Common Stock
will receive one Warrant to purchase, for cash, one share of New Common Stock,
exercisable at a price of approximately $16.92 per share (subject to adjustments
for stock splits, stock dividends, recapitalization and similar transactions).
It is currently anticipated that the New Common Stock will initially be valued
at approximately $10 per share. No fractional Warrants will be issued to
existing stockholders; each Warrant will be rounded up or down to the nearest
whole number. The Warrants may be exercised beginning on the Effective Date and
ending on the fifth anniversary of the Effective Date.
In the event of the sale of the Reorganized Company for aggregate
consideration of $140 million or more, each holder of a Warrant will be entitled
to exchange its Warrant for $1.67, for each
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share of New Common Stock for which its Warrant is then exercisable. Assuming a
value of $10 per share for the New Common Stock, the Reorganized Company would
currently be valued at approximately $65 million.
Following the Effective Date, the Reorganized Company expects that there
will be approximately 20 to 30 holders of New Common Stock. The Reorganized
Company does not intend to list the New Common Stock or the Warrants on NASDAQ
or a stock exchange.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued in English in Montreal,
Quebec, Canada dated January 24, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SLM INTERNATIONAL, INC.
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(Registrant)
/s/ Russell David
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(Signature)
Russell David
Vice President, Finance
Date: March 4, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued in English in Montreal,
Quebec, Canada dated January 24, 1997.
EXHIBIT 99.1
[SLM INTERNATIONAL LOGO]
SLM INTERNATIONAL'S PLAN OF REORGANIZATION CONFIRMED
Montreal, January 24, 1997.....SLM International, Inc., a leading manufacturer
of hockey products under the CCM and Tacks brand names, announced today that its
Plan or Reorganization was confirmed in Bankruptcy Court for the District of
Delaware. The Company expects the Plan, which was overwhelmingly approved by
SLM's creditors, to become effective within the next 30 days.
The Plan provides for a significant de-leveraging of SLM's balance sheet, thus
providing the Company's new management team, led by chief executive officer
Gerald Wasserman, the flexibility to invest in the business and pursue the
growth opportunities currently available in the ice and roller hockey
industries. As a result of the Plan of Reorganization, the Company's new
shareholders will consist of Wellspring Associates L.L.C., a New York-based
private investment firm, and a group of insurance companies including The
Equitable Life Assurance Society of the United States, Phoenix Home Life Mutual
Insurance Company, The Northwestern Mutual Life Insurance Company and GE Capital
Assurance Company. The Company's existing shareholders will receive warrants to
purchase shares of new Common Stock at an exercise price that is expected to be
substantially above the market price of the new Common Stock. The Company has
received a firm commitment from Chase Manhattan Bank, N.A. with respect to its
post-reorganization financing.
Led by Mr. Wasserman, a completely new senior management team has been put in
place and a new Board of Directors has been designated. The new Board will be
composed of Messrs. Paul M. Chute, Managing Director of Phoenix, Duff & Phelps
Corp., Martin S. Davis, Managing Partner, and Douglas W. Rotatori, Principal,
both of Wellspring Associates L.L.C., James C. Pendergast, Managing Director of
Alliance Corporate Finance Group, and Gerald B. Wasserman, Chairman, President
and Chief Executive Officer of the Company.
Mr. Wasserman said: "CCM is the most widely recognized name in hockey, and both
ice and roller hockey are two of the fastest growing sports in North America and
Europe. With our new management team and the strong support of our new
shareholders, the Company's potential to expand and significantly improve
profitability is clear."
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SLM International, Inc. designs, develops, manufactures and markets a broad
range of ice and roller hockey and figure skating products and sports apparel,
primarily under the CCM, Tacks, M&K and #1 Apparel brand names.
All inquiries should be directed to Mr. Gerald B. Wasserman at (514) 331-5150.
[CCM LOGO]
7405 Trans Canada Highway, Suite 300, St. Laurent, Quebec H4T 1Z2 o 514-331-5150
o Fax: 514-331-7061
