<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
DANSKIN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
236 365 102
(CUSIP Number)
MR. KEITH HONIG, ASSOCIATE COUNSEL
SUNAMERICA INC.
1 SUNAMERICA CENTER
LOS ANGELES, CA 90067
(310) 772-6000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
OCTOBER 4, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE> 2
Schedule 13D
CUSIP No. 236 365 102
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above persons:
SunAmerica Life Insurance Company
2. Check Appropriate Box if a member of a group: (a) / /
(b) / /
3. SEC use only:
4. Source of funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e): / /
6. Citizenship or place of organization: Arizona
7. Sole voting power: 2,010,000
8. Shared voting power: 0
9. Sole dispositive power: 2,010,000
10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person:
2,010,000
12. Check box if the aggregate amount in Row (11) excludes
certain shares: / /
13. Percent of Class represented by amount in Row (11): 33.1%
14. Type of reporting person: IC
- 2 -
<PAGE> 3
Schedule 13D
CUSIP No. 236 365 102
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above persons:
SunAmerica Inc.
2. Check Appropriate Box if a member of a group: (a) / /
(b) / /
3. SEC use only:
4. Source of funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e): / /
6. Citizenship or place of organization: Maryland
7. Sole voting power: 2,010,000
8. Shared voting power: 0
9. Sole dispositive power: 2,010,000
10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person:
2,010,000
12. Check box if the aggregate amount in Row (11) excludes
certain shares: / /
13. Percent of Class represented by amount in Row (11): 33.1%
14. Type of reporting person: CO/HC
- 3 -
<PAGE> 4
This Amendment No. 4 amends the statement on Schedule 13D
originally filed with the Securities and Exchange Commission (the "Commission")
on September 29, 1994, as amended (the "Schedule 13D"), with respect to the
common stock, par value $.01 per share (the "Common Stock"), of Danskin, Inc.
(the "Issuer"). Other than as set forth herein, there has been no material
change in the information set forth in the Schedule 13D. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Schedule 13D.
This Statement is being filed by SunAmerica Life Insurance
Company ("SunAmerica") and SunAmerica Inc.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the
following:
The current management of the Issuer recently began its
solicitation of proxies in connection with the 1996 Annual Meeting of
Stockholders to be held on October 16, 1996 (the "Annual Meeting"). At the
Annual Meeting, the stockholders of the Issuer are being asked to re-elect two
current directors to serve on the Board of Directors until the 1999 Annual
Meeting.
On October 4, 1996 SunAmerica and the Issuer entered into a
Letter Agreement, attached as Exhibit (i) hereto (the "Letter Agreement")
pursuant to which, inter alia, the Issuer will expand its Board of Directors to
include two individuals designated by SunAmerica to serve as directors of the
Issuer (the "SunAmerica Designees") and SunAmerica will vote all shares which
it owns in favor of management nominees at the Annual Meeting and at a
subsequent Annual Meeting of stockholders held prior to June 30, 1997.
SunAmerica will also have the right to designate an observer to be present at
meetings of the Board of Directors of the Issuer (the "Observer"). The
foregoing summary is qualified in its entirety by reference to the text of the
Letter Agreement, which is incorporated herein by reference.
The initial SunAmerica Designees will be nominated by
SunAmerica but otherwise unaffiliated with SunAmerica. A SunAmerica employee
will become the initial Observer. SunAmerica intends to become more actively
involved in the management of the Issuer and intends to promote policies it
believes will enhance value for all shareholders.
Election of the SunAmerica Designees would not give SunAmerica
the power, directly or indirectly, to direct or cause the direction of the
management or policies of the Issuer. SunAmerica believes that the SunAmerica
Designees will consider the interests of all stockholders equally in taking any
actions as directors. Other than their acknowledgement to exercise diligently
their fiduciary obligations, the SunAmerica Designees
- 4 -
<PAGE> 5
have made no commitments with respect to any actions that they might take as
directors of the Issuer.
Other than as indicated above, SunAmerica has no present plans
or proposals which relate to or would result in any of the matters referred to
in Items 4(a) - (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended to add the
following:
SunAmerica owns beneficially approximately 33.1% of the shares
of Common Stock outstanding as of September 16, 1996, as reported by the Issuer
in its Proxy Statement dated September 20, 1996.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to add the
following:
SunAmerica and the Issuer have entered into the Letter
Agreement as more fully described in Item 4 above.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented
as follows:
(a) Amended and Restated list of names, principal
occupations and business addressees of directors, executive officers
and control persons of SunAmerica.
(b) Amended and Restated list of names, principal
occupations and business addressees of directors, executive officers
and control persons of SunAmerica.
(i) Letter agreement between SunAmerica and the Issuer,
dated October 4, 1996.
- 5 -
<PAGE> 6
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 7, 1996
SunAmerica Life Insurance Company
By: /s/ Jay S. Wintrob
---------------------------
Jay S. Wintrob
Executive Vice President
SunAmerica Inc.
By: /s/ Jay S. Wintrob
---------------------------
Jay S. Wintrob
Vice Chairman
- 6 -
<PAGE> 7
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
99.a Amended and Restated list of names, principal occupations and
business addressees of directors, executive officers and
control persons of SunAmerica.
99.b Amended and Restated list of names, principal occupations and
business addressees of directors, executive officers and
control persons of SunAmerica.
99.i Letter Agreement between SunAmerica and the Issuer, dated
October 4, 1996.
</TABLE>
- 7 -
<PAGE> 1
EXHIBIT a
SunAmerica Life Insurance Company
<TABLE>
<CAPTION>
Present Office or Other
Name and Principal Principal Occupation or
Business Address Employment
- ------------------ -----------------------
<S> <C> <C>
Directors: Eli Broad, Chairman(1)(2) see below
James R. Belardi(1) see below
Lorin M. Fife(1) see below
Jana W. Greer(1) see below
Susan L. Harris(1) see below
Peter McMillan(1) Executive Vice President &
Chief Investment Officer of
SunAmerica Investments, Inc.
Scott L. Robinson(1) see below
James W. Rowan(1) see below
Joseph M. Tumbler(1) see below
Jay S. Wintrob(1) see below
Officers: Eli Broad(1)(2) President and Chief Executive
Officer
Joseph M. Tumbler(1) Executive Vice President
Jay S. Wintrob(1) Executive Vice President
James R. Belardi(1) Senior Vice President
Lorin M. Fife(1) Senior Vice President, General
Counsel and Assistant Secretary
N. Scott Gillis(1) Senior Vice President and Controller
Jana W. Greer(1) Senior Vice President
Susan L. Harris(1) Senior Vice President and Secretary
Edwin R. Reoliquo(1) Senior Vice President and Chief Actuary
Scott L. Robinson(1) Senior Vice President
James Rowan(1) Senior Vice President
Victor E. Aiken(1) Vice President
J. Franklin Grey(1) Vice President
Keith B. Jones(1) Vice President
Michael L. Lindquist(1) Vice President
Gregory M. Outcalt(1) Vice President
Scott H. Richland(1) Vice President and Treasurer
Edward P. Nolan(1) Vice President
</TABLE>
(1) Business address and address where principal occupation is located
is 1 SunAmerica Center, Los Angeles, California 90067.
(2) Mr. Broad controls 44.5% of the total number of votes entitled to
be cast by holders of voting securities of SunAmerica Inc., the
direct parent of SunAmerica. Therefore, Mr. Broad may be deemed to
beneficially own the securities covered by this Schedule 13D.
A-1
<PAGE> 1
EXHIBIT 6
SunAmerica Inc.
<TABLE>
<CAPTION>
Present Office or Other
Name and Principal Principal Occupation or
Business Address Employment
-------------------------- ------------------------------------------
<S> <C> <C>
Directors: Eli Broad, Chairman(1)(11) see below
Ronald J. Arnault(2) Executive Vice President and
Chief Financial Officer of
Atlantic Richfield Company
David O. Maxwell(3) Retired
Barry Munitz(4) Chancellor of the California
State University and
Colleges
Lester Pollack(5) Chief Executive Officer, Centre Partners,
L.P.
Richard D. Rohr(6) see below
Sanford C. Sigoloff(7) Chairman, President and Chief Executive
Officer of Sigoloff & Associates, Inc.
Harold M. Williams(8) President and Chief Executive Officer, The
J. Paul Getty Trust
Karen Hastie Williams(9) Partner with Crowell & Moring
Carl E. Reichardt(10) Retired Chairman, Wells Fargo Bank
Officers:
Eli Broad(1)(11) Chief Executive Officer and President
Joseph M. Tumbler(1) Vice Chairman
Jay S. Wintrob(1) Vice Chairman
James R. Belardi(1) Executive Vice President
Lorin M. Fife(1) Senior Vice President, General
Counsel--Regulatory Affairs and
Assistant Secretary
Marc H. Gamsin(1) Senior Vice President
Susan L. Harris(1) Senior Vice President, General
Counsel--Corporate Affairs and Secretary
Jana W. Greer(1) Senior Vice President
Gary W. Krat(1) Senior Vice President
Scott L. Robinson(1) Senior Vice President and Controller
James W. Rowan(1) Senior Vice President
Karel Carnohan(1) Vice President
Michael L. Fowler(1) Vice President
George L. Holdridge, Vice President
Jr.(1)
</TABLE>
B-1
<PAGE> 2
<TABLE>
<S> <C>
Scott H. Richland(1) Vice President and Treasurer
Richard D. Rohr(6) Assistant Secretary of SunAmerica Inc.
and Managing Partner of
Bodman, Longley and Dahling
</TABLE>
(1) Business address and address where principal occupation is
located is 1 SunAmerica Center, Los Angeles, California
90067.
(2) Business address and address where principal occupation is
located is 515 South Flower Street, 51st Floor, Los
Angeles, California 90071.
(3) Business address and address where principal occupation is
located is 5335 Wisconsin Avenue, NW, Suite 440,
Washington, D.C. 20015-2003.
(4) Business address and address where principal occupation is
located is 400 Golden Shore, Suite 324, Long Beach, CA
90802-4275.
(5) Business address and address where principal occupation is
located is 30 Rockefeller Plaza, Suite 5050, New York, New
York 10020.
(6) Business address and address where principal occupation is
located is 100 Renaissance Center, 34th Floor, Detroit,
Michigan 48243.
(7) Business address and address where principal occupation is
located is 3340 Ocean Park Boulevard, Suite 3050, Santa
Monica, CA 90405.
(8) Business address and address where principal occupation is
located is 401 Wilshire Boulevard, Suite 900, Santa Monica,
California 90401.
(9) Business address and address where principal occupation is
located is 1001 Pennsylvania Avenue, N.W., Washington, D.C.
20004-2505.
(10) Business address and address where principal occupation is
located is 420 Montgomery Street, San Francisco, California
94104
(11) Mr. Broad controls 44.5% of the total number of votes
entitled to be cast by holders of voting securities of
SunAmerica Inc., the direct parent of SunAmerica.
Therefore, Mr. Broad may be deemed to beneficially own
the securities covered by this Schedule 13D.
B-2
<PAGE> 1
Danskin, Inc. EXHIBIT i
111 West 40th Street
New York, New York 10018
October 4, 1996
SunAmerica Life Insurance Company
1 SunAmerica Center
Los Angeles, California 90067
This letter contains our agreement with respect to the Board
of Directors of Danskin, Inc. ("Danskin").
1. At the meeting of the Board of Directors of Danskin immediately
following the 1996 annual meeting of stockholders of Danskin, currently
scheduled for October 16, 1996, Danskin will increase the number of directors
constituting the entire Board of Directors of Danskin from eight to ten, with
the vacancies created thereby being in Class I and Class III. SunAmerica Life
Insurance Company ("SunAmerica") will have the right to designate two persons
(the "SunAmerica Designees") to fill the vacancies created thereby subject to
the approval (which shall not be unreasonablely withheld) as to such person's
qualification to serve on the board of directors of a public company engaged in
the apparel business by a majority of the directors then in office who are not
officers or employees of Danskin. Danskin agrees, and acknowledges that its
Board of Directors has agreed, to elect the SunAmerica Designees as directors of
Danskin to fill the newly created vacancies. The names and certain information
concerning the SunAmerica Designees are set forth on Schedule A hereto. If any
SunAmerica Designee declines to serve, is removed, resigns, or for any other
reason no longer serves as a director of Danskin, the vacancy created thereby
will be filled in accordance with Danskin's Amended and Restated Certificate of
Incorporation and By-Laws by another person designated by SunAmerica subject to
the approval (which shall not be unreasonablely withheld) as to such person's
qualification to serve on the board of directors of a public company engaged in
the apparel business by a majority of the directors then in office who are not
officers or employees of Danskin. One SunAmerica Designee will be elected to
each of Class I and Class III and at least one SunAmerica Designee will serve on
each committee of the Board of Directors of Danskin. Thereafter, subject to
paragraph 7 hereof, each SunAmerica Designee or replacement thereof whose term
of office shall expire will be included as part of management's slate of
nominees for
<PAGE> 2
2
election as director at the applicable meeting of stockholders of Danskin.
2. SunAmerica will have the right to designate one person (in
addition to the SunAmerica Designees) to serve as an observer of the Board of
Directors (the "Observer"). The Observer will be given such notices,
information and access to information that is sent or made available to any
director of Danskin. The Observer shall have the right to attend any and all
meetings of the Board of Directors of Danskin, but shall have no voting rights
whatsoever at any such meeting.
3. The Board of Directors shall invite Electra Investments PLC to
designate an individual to become a member of the Board of Directors and shall
create a vacancy on the Board, by increasing the size of the Board of Directors
by one or otherwise, should Electra agree to designate such an individual.
4. The SunAmerica Designees shall receive the same fees and
expense reimbursement as other non-employee directors of Danskin except that any
SunAmerica Designee who is also an employee of SunAmerica or any of its
affiliates shall not receive any fees for service as a director of Danskin. At a
meeting of stockholders to be held prior to June 30, 1997, Danskin shall seek
shareholder approval to increase the number of shares subject to options to
permit the grant of options to the SunAmerica Designees on the same basis as
other non- employee directors and shall grant such options to them.
5. Except as set forth in this agreement the size of the Board of
Directors of Danskin shall not be further increased unless the SunAmerica
Designees vote to approve such increase and Danskin shall amend its bylaws
accordingly.
6. In consideration of the foregoing and so long as Danskin
complies with its obligations hereunder, SunAmerica will, and will cause its
affiliates or nominees (as applicable) to, (a) be present in person or by proxy
at the 1996 annual meeting of stockholders of Danskin and at any other annual
meeting of stockholders of Danskin held to elect directors prior to June 30,
1997 and (b) vote all shares of common stock of Danskin beneficially owned by
any of them at such meeting, in favor of directors nominated by Danskin.
7. The number of SunAmerica Designees shall be reduced to one if
SunAmerica beneficially owns less than 1,250,000 shares of common stock of
Danskin and both this agreement and all of SunAmerica's rights hereunder shall
terminate if SunAmerica beneficially owns less than 750,000
<PAGE> 3
3
shares of common stock of Danskin. In each case, such number of shares shall
be adjusted appropriately for any stock splits, reverse stock splits, mergers
or similar transactions.
8. Danskin hereby represents and warrants to SunAmerica that this
letter agreement, and the performance by Danskin of each of its obligations
hereunder, has been duly adopted and approved by the Board of Directors of
Danskin.
9. SunAmerica's rights under this agreement are not assignable by
SunAmerica. Either party may seek specific enforcement of its rights hereunder.
If you are in agreement with the foregoing, please sign in the
place indicated and return a copy of this letter to my attention.
DANSKIN, INC.
/s/ Mary Ann Domvracki
-----------------------
Mary Ann Domvrack
Chief Executive Officer
Acknowledged and agreed to this
4th day of October, 1996:
SUNAMERICA LIFE INSURANCE COMPANY
/s/ Kevin Buckle
- -----------------------------------
Kevin Buckle
Authorized Agent
<PAGE> 4
Schedule A
SUNAMERICA NOMINEES FOR DIRECTORS
Donald Schupak
Mr. Schupak is Chief Executive Officer of Schupak Group, an
organization that provides strategic planning, management consulting and
corporate finance services to a variety of clients, included several
Fortune 100 companies. Mr. Schupak founded Schupak Group in 1990 and has
served as a director of Horn & Hardart Company. From September 1988 through
September 1990, he served as Chairman, Chief Executive Officer and President of
Horn & Hardart Company. From 1971 through 1980, Mr. Schupak was actively
engaged in the practice of law with Schupak, Rosenfeld & Fischbein, a New York
City law firm founded by Mr. Schupak. Mr. Schupak's principal business address
is c/o Schupak Group, 730 Fifth Avenue, Suite 1901, New York, NY 10019.
Michel Benasra
Michel Benasra founded Pour le bebe, Inc. in 1984 and has
served as its sole director, Chairman of the Board and Chief Executive Officer
since its founding. Pour le bebe, d/b/a Baby Guess(R), Guess Kids(R) and Guess
Home Collection(R), is a manufacturer, wholesaler and retailer of infant's and
children's apparel and home furnishings, and its merchandise is featured in
major department stores nationwide. Pour le bebe also operates over 40 retail
and factory outlet specialty stores nationwide, and is the largest of Guess?,
Inc.'s 26 licensees.
