UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
or
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9635
BISCAYNE APPAREL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0200397
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1373 Broad Street, Clifton, New Jersey 07013
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including Area Code)
(201) 473-3240
Securities registered pursuant to Section 12(b) of the Act:
[CAPTION]
<TABLE>
<S> <C>
Title of each Class Name of each Exchange on which registered
Common Stock American Stock Exchange
$0.01 par value per
share
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The number of shares outstanding of the registrant's common
stock, as of February 29, 1996, was as follows:
Common Stock, par value $.01 10,741,368
(Title of each class) (Number of shares)
The aggregate market value of common stock held by non-
affiliates of the registrant at February 29, 1996 was $5,360,683,
based on a $0.75 average of the high and low sales prices for the
common stock on the American Stock Exchange on such date. For
purposes of this computation, all executive officers, directors and
beneficial owners of 5% or more of the registrant's common stock
have been deemed to be affiliates. Such determination should not
be deemed to be an admission that such persons are, in fact,
affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12
and 13) is incorporated by reference from the Company's
definitive proxy statement (to be filed pursuant to
Regulation 14A).
3. Exhibits:
(An asterisk to the left of an exhibit number
denotes a management contract or compensatory
arrangement required to be filed as an exhibit to
this Annual Report on Form 10-K.)
2.1 Subscription and Stock Purchase Agreement
between HSD Acquisition Corporation and the
Registrant, dated as of February 28, 1994,
incorporated by reference to Exhibit 2.1 filed
with the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
2.2 Shareholders' Agreement and Plan of Merger,
dated as of March 4, 1994, by and among
Trivest Institutional Fund, Ltd., Trivest
Investors Fund, Ltd., Blue Sky Partners, the
Registrant and HSD Acquisition Corporation,
incorporated by reference to Exhibit 2.2 filed
with the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
2.3 Agreement and Plan of Merger, dated as of
November 1, 1994, by and among the Registrant
and M&L Acquisition Corp. and New M&L Holding,
Inc., incorporated by reference to Exhibit 2.1
filed with the Registrant's Quarterly Report
on Form 8-K, filed December 14, 1994.
2.4 Company Shareholders Agreement, dated as of
November 1, 1994, by and among the Registrant
and M&L Acquisition Corp. and New M&L Holding,
Inc. and certain Company shareholders,
incorporated by reference to Exhibit 2.2 filed
with the Registrant's Quarterly Report on Form
8-K, filed December 14, 1994.
2.5 Escrow Agreement, dated as of November 1,
1994, by and among Gordon and Einstein, Ltd.,
the Registrant and M&L Acquisition Corp., New
M&L Holding, Inc., Odyssey Partners, L.P.,
Merrill Lynch Capital Corporation, Gregg H.
Feinstein, Steven M. Friedman, Kurt C.
Gutfreund and Eugene S. Weiner, incorporated
by reference to Exhibit 2.3 filed with the
Registrant's Quarterly Report on Form 8-K,
filed December 14, 1994.
2.6 Registration Rights Agreement, dated as of
November 30, 1994, among the Registrant, the
Federal Deposit Insurance Corporation, as
Receiver for Goldome FSB, Odyssey Partners,
L.P., Merrill Lynch Capital Corporation, Gregg
H. Feinstein, Steven M. Friedman, Kurt C.
Gutfreund and Eugene S. Weiner, incorporated
by reference to Exhibit 2.4 filed with the
Registrant's Current Report on Form 8-K, filed
December 14, 1994.
2.7 Note Modification Agreement, dated as of
November 30, 1994, between the Registrant, M&L
International, Inc., and Kurt C. Gutfreund,
incorporated by reference to Exhibit 2.5 filed
with the Registrant's Current Report on Form
8-K, filed December 14, 1994.
2.8 Note Modification Agreement, dated as of
November 30, 1994, between the Registrant, M&L
International, Inc. and Eugene S. Weiner,
incorporated by reference to Exhibit 2.6 filed
with the Registrant's Current Report on Form
8-K, filed December 14, 1994.
2.9 Stock Purchase Agreement, dated September 13,
1994, between New M&L Holding, Inc. and the
Federal Deposit Insurance Corporation,
incorporated by reference to Exhibit 2.7 filed
with the Registrant's Current Report on Form
8-K, filed December 14, 1994.
3.1 Registrant's Amended and Restated Articles of
Incorporation, as amended, incorporated by
reference to Exhibit 3.1 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
3.2 Registrant's Bylaws, as amended, incorporated
by reference to Exhibit 3.2 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991.
4.1 Form of stock certificate evidencing ownership
of the Registrant's Common Stock, incorporated
by reference to Exhibit 4.1 filed with the
Registrant's Quarterly Report on Form 10-Q,
for the quarter ended September 30, 1994.
4.2 Indenture of the Registrant to First Union
National Bank of Florida as successor in
interest to Southeast Bank, N.A., dated as of
December 5, 1989, $9,014,700 Principal Amount
of 13% Subordinated Notes due December 15,
1999, filed with the Registrant's Registration
Statement on Form S-2 (No. 33-32161),
incorporated by reference to Exhibit 10.1
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1989.
*10.1 Amended and Restated Management Agreement,
dated as of November 30, 1994, by and between
the Registrant and Trivest, Inc., incorporated
by reference to Exhibit 10.1 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
10.2 Form of Amended and Restated Indemnification
Agreement entered into between the Registrant
and its directors and certain of its officers,
incorporated by reference to Exhibit 10.36
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1990.
*10.3 1994 Stock Option Plan of Registrant with form
of Stock Option Agreement, incorporated by
reference to Exhibit 10.3 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
*10.4 1987 Stock Option Plan for Biscayne Apparel,
Inc., incorporated by reference to Exhibit
10.3 filed with the Registrant's Registration
Statement on Form S-8 (No. 33-20871).
*10.5 Form of Stock Option Agreement entered into
between the Registrant and optionees,
incorporated by reference to Exhibit 10.4
filed with the Registrant's Registration
Statement on Form S-8 (No. 33-20871).
*10.6 Amended and Restated 1990 Stock Option Plan
for Biscayne Apparel, Inc., incorporated by
reference to Exhibit 10.1 filed with the
Registrant's Registration Statement on Form S-
8 (No. 33-41139).
*10.7 Form of Stock Option Agreement entered into
between the Registrant and optionees
incorporated by reference to Exhibit 10.2
filed with the Registrant's Registration
Statement on Form S-8 (No. 33-41139).
*10.8 Compensation Plan With Respect to Certain
Executive Officers, dated as of March 17,
1992, between the Registrant and certain of
its officers incorporated by reference to
Exhibit 10.11 filed with the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992.
10.9 Domestic License Agreement by and between Bon
Jour Group, Ltd. and M & L International,
Inc., dated as of January 25, 1995,
incorporated by reference to Exhibit 10.4
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1994.
10.10 Agreement of Lease, dated July 16, 1990,
between Broad Park Associates and Biscayne
Apparel, Inc. (Andy Johns Fashions Division),
with term commencing February 15, 1993,
incorporated by reference to Exhibit 10.24
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1990.
10.11 First Amendment, dated August 21, 1990, to the
Sub-Lease Agreement between Broad Park
Associates and Biscayne Apparel, Inc. (Andy
Johns Fashions Division), incorporated by
reference to Exhibit 10.25 filed with
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990.
10.12 Second Amendment, dated May 25, 1993, to the
Sublease Agreement between Broad Park
Associates and Biscayne Apparel, Inc. (Andy
Johns Fashion Division), incorporated by
reference to Exhibit 10.19 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993.
10.13 Lease Agreement, dated February 18, 1992, by
and between The Miller County Development
Authority and Biscayne Apparel, Inc. (Amy
Industries), incorporated by reference to
Exhibit 10.32 filed with the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991.
10.14 Sublease Agreement, dated August 1, 1993,
between Ithaca Industries, Inc. and Biscayne
Apparel, Inc. (Varon Division), incorporated
by reference to Exhibit 10.21 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993.
10.15 Lease Agreement, dated May 12, 1993, between
Dah Chong Hong Trading Corp. and Biscayne
Apparel, Inc. (Varon Division), incorporated
by reference to Exhibit 10.22 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993.
10.16 Lease Modification Agreement, dated September
30, 1993, between Dah Chong Hong Trading Corp.
and Biscayne Apparel, Inc. (Varon Division),
incorporated by reference to Exhibit 10.23
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1993.
10.17 Indenture Agreement by and between Clark's
Cove Realty, Co. and Mackintosh of New England
Co., dated June 17, 1991, incorporated by
reference to Exhibit 10.35 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991.
10.18 Indenture Agreement, dated December 30, 1992,
between Clark's Cove Realty Co. and Mackintosh
of New England Co., incorporated by reference
to Exhibit 10.25 filed with the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993.
10.19 Lease Agreement, dated February 18, 1993,
between The Arsenal Company and Biscayne
Apparel, Inc. (Andy Johns Fashion Division),
incorporated by reference to Exhibit 10.27
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1993.
10.20 Modification Agreement, dated June 23, 1993,
between the Arsenal Company and Biscayne
Apparel, Inc. (Andy Johns Fashion Division),
incorporated by reference to Exhibit 10.28
filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1993.
10.21 Lease Agreement between S.A.I. Realty Trust
and Mackintosh of New England Co., commencing
on August 1, 1992, incorporated by reference
to Exhibit 10.36 filed with the Registrant's
Annual Report on form 10-K for the year ended
December 31, 1992.
10.22 Unsecured Promissory Note from Quality Prints,
Inc. to E&B Acquisition, Inc., Elliot Estes
and Becky Estes, in the amount of $150,000,
dated November 24, 1994, incorporated by
reference to Exhibit 10.25 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
10.23 License Agreement between OshKosh B'Gosh, Inc.
and M&L International, Inc., dated September
16, 1994, incorporated by reference to Exhibit
10.30 filed with the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1994.
*10.24 Employment Agreement between M&L
International, Inc. and Kurt C. Gutfreund,
dated as of November 30, 1994, incorporated by
reference to Exhibit 10.31 filed with the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
10.25 Credit Agreement, dated March 16, 1995, among
the Registrant, Biscayne Apparel
International, Inc., Mackintosh of New England
Co. and M&L International, Inc. and The Chase
Manhattan Bank (National Association) as
Agent, incorporated by reference to Exhibit
10.32 filed with the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1994.
10.26 First Amendment to Revolving Credit and Term
Loan Agreement, dated as of June 1, 1995,
among the Registrant, Biscayne Apparel
International, Inc., Mackintosh of New England
Co. and M&L International, Inc. and The Chase
Manhattan Bank (National Association) as
Agent. (1)
10.27 Second Amendment to Revolving Credit and Term
Loan Agreement, dated as of November 1, 1995,
among the Registrant, Biscayne Apparel
International, Inc., Mackintosh of New England
Co. and M&L International, Inc. and The Chase
Manhattan Bank (National Association) as
Agent.
10.28 Amendment to Credit Agreement, dated as of
January 31, 1996, among the Registrant,
Biscayne Apparel International, Inc.,
Mackintosh of New England Co. and M&L
International, Inc. and The Chase Manhattan
Bank (National Association) as Agent.
10.29 Fourth Amendment to Credit Agreement and
Waiver, dated as of February 14, 1996, among
the Registrant, Biscayne Apparel
International, Inc., Mackintosh of New England
Co. and M&L International, Inc. and The Chase
Manhattan Bank (National Association) as
Agent.
10.30 Fifth Amendment to Credit Agreement, dated as
of March 5, 1996, among the Registrant,
Biscayne Apparel International, Inc.,
Mackintosh of New England Co. and M&L
International, Inc. and The Chase Manhattan
Bank (National Association) as Agent.
10.31 Sublease Agreement, dated January 1, 1996,
between Richland Mills, Inc., as sublandlord
and Varon (a division of Biscayne Apparel
International, Inc.) as subtenant.
10.32 Lease Agreement, dated June 10, 1995, between
Buena Vista Export Processing Zone (ZIP Buena
Vista, S.A.) and Amy Industries de Honduras,
S.A., de C.V.
11 Statement re: Computation of Per Share
Earnings.
21 Subsidiaries of the Registrant.
24 Consent of Coopers and Lybrand.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned.
BISCAYNE APPAREL, INC.
Date: April 1, 1996 By: /s/ Peter Vandenberg, Jr.
Peter Vandenberg, Jr.
Vice President, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Date: April 1, 1996 By: /s/ Earl W. Powell
Earl W. Powell
Chairman
Date: April 1, 1996 By: /s/ Peter Vandenberg, Jr.
Peter Vandenberg, Jr.
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: April 1, 1996 By: /s/ Phillip T. George, M.D.
Phillip T. George, M.D.
Vice Chairman
Date: April 1, 1996 By: /s/ John E. Pollack
John E. Pollack
President and Chief
Executive Officer
(Principal Executive Officer)
Date: April 1, 1996 By: /s/ Harold E. Berritt
Harold E. Berritt
Director
Date: April 1, 1996 By: /s/ Joseph B. Gildenhorn
Joseph B. Gildenhorn
Director
Date: April 1, 1996 By: /s/ Kurt C. Gutfreund
Kurt C. Gutfreund
Director
Date: April 1, 1996 By: /s/ John W. Partridge
John W. Partridge
Director
Date: April 1, 1996 By: /s/ James J. Pinto
James J. Pinto
Director
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