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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DANSKIN, INC.
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(Exact name of registrant as specified in its charter)
June 6, 1996
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Date of Report (Date of earliest event reported)
Delaware 0-20382 62-1284179
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
111 West 40th Street, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
(212) 764-4630
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
As previously reported, prior to February 1993, Esmark, Inc.
("Esmark"), the former parent of Danskin, Inc. (the "Company"), owned of record
3,000,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), consisting of 2,010,000 shares (the "Esmark Shares") of Common
Stock which were subsequently pledged to SunAmerica, Inc. ("SunAmerica"), as
described below, and 990,000 shares of Common Stock, which were subsequently
transferred to Electra Investment Trust, P.L.C. ("Electra"), as described below,
pursuant to a certain Option Agreement, dated as of December 31, 1992, between
Electra and Esmark. A copy of this Option Agreement was filed by Electra as an
exhibit to its Schedule 13D, dated December 31, 1992.
In February 1993, Esmark transferred 990,000 shares of Common Stock
(the "Proxy Shares") to Electra in exchange for shares of Esmark common stock
owned by Electra, and Electra granted to Esmark an irrevocable 10 year proxy to
vote the Proxy Shares. A copy of this proxy was filed by Electra as an exhibit
to its Schedule 13D, dated December 31, 1992.
In September 1993, Esmark pledged the Esmark Shares to SunAmerica, as
agent for certain noteholders, as collateral for its guarantee of a loan of
$14,500,000 under that certain Guaranty and Pledge Agreement, dated as of
September 3, 1993, between Esmark and SunAmerica (the "Pledge Agreement").
SunAmerica loaned the $14,500,000 to Nautech Incorporated ("Nautech"), a wholly
owned subsidiary of Esmark, to partially fund its formation of Fanatic Holdings,
Inc. ("Fanatic") and the acquisition of the "Fanatic Group" of windsurfing
businesses pursuant to that certain Notes Purchase Agreement (the "Notes
Purchase Agreement"), dated as of September 3, 1993, by and among, Nautech,
SunAmerica, SunAmerica Life Insurance Company, the parent of SunAmerica
("SunAmerica Life"), Esmark and other guarantors named therein.
With respect to its rights under the Pledge Agreement, SunAmerica and
SunAmerica Life filed with the Securities and Exchange Commission a Schedule
13D, dated September 29, 1994 (the "Schedule 13D"), which included as an exhibit
a Notice of Exercise of Rights Under Guaranty and Pledge Agreement (the
"Notice"). In addition, a copy of the Notice was filed by the Company as an
exhibit to its Form 8-K filed with the Securities and Exchange Commission on
October 7, 1994 under Item 1 of Form 8-K. The Notice informed the Company that
SunAmerica was exercising its rights to exercise all voting, consensual and
other powers of ownership pertaining to the Esmark Shares. On February 1, 1995,
SunAmerica amended the Schedule 13D and attached as an exhibit a foreclosure
notice (the "Foreclosure Notice") with respect to its intention to sell the
Esmark Shares
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at public auction on March 3, 1995, but SunAmerica subsequently adjourned the
sale date to April 7, 1995. The sale had been temporarily stayed by virtue of
the filing of an involuntary bankruptcy petition against Esmark by three
creditors in the United States Bankruptcy Court for the Western District of
Washington on April 7, 1995. That bankruptcy case thereafter was transferred to
the United States Bankruptcy Court for the Southern District of New York.
On September 16, 1994, Byron A. Hero, Jr., the Chairman of the Board
and Chief Executive Officer of Esmark, resigned as Chief Executive Officer of
the Company and entered into an agreement with the Company, which provided,
among other things, that, so long as he controls Esmark, Esmark would not
execute any consent or action in writing with respect to the Proxy Shares and
that such shares would be voted at any annual or special meeting (i) as to the
election of directors, in proportion to the vote of all shares voted other than
shares owned by Esmark (or its pledgee or its successor) and (ii) as to any
other matter, in accordance with the recommendation of the Company's independent
directors. A copy of this agreement was filed by the Company as an exhibit to
its Form 8-K filed with the Securities and Exchange Commission on September 26,
1994.
On June 6, 1996, a trustee for Esmark was appointed in the Esmark
bankruptcy case currently pending in the United States Bankruptcy Court for the
Southern District of New York. The appointment of the trustee could be deemed to
constitute a change in control of the Company.
On June 14, 1996, SunAmerica and SunAmerica Life filed Amendment No. 3
("Amendment No. 3") to the Schedule 13D, reporting that, on March 12, 1996, the
United States Bankruptcy Court for the Southern District of New York entered an
order, effective May 1, 1996, terminating, vacating and annulling the automatic
stay in the bankruptcy case of Esmark, insofar as such automatic stay prohibited
or prevented SunAmerica Life from enforcing its state law rights and remedies
under the Notes Purchase Agreement and Pledge Agreement, and related loan
documents, including with respect to the foreclosure sale of the Esmark Shares.
The court order and the notice of a public foreclosure sale of the Esmark Shares
(the "Foreclosure Sale"), which were published in The Wall Street Journal, The
New York Times and Womens Wear Daily on May 7, 1996, are attached as exhibits to
Amendment No. 3. On June 7, 1996, the Foreclosure Sale was conducted at which
SunAmerica Life submitted the highest conforming bid and purchased the Esmark
Shares, by crediting its bid against its secured claim, at a price of $3.00 per
share, or an aggregate purchase price of $6,030,000. The Esmark Shares represent
approximately 33.7% of the Common Stock outstanding. SunAmerica Life's purchase
of the Esmark Shares could be deemed to constitute a change in control of the
Company.
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Amendment No. 3 further states, among other things, that the purpose of
the purchase by SunAmerica Life is to maximize the value of its interest in the
Esmark Shares, that SunAmerica Life does not consider itself to be a passive
investor and that it may purchase additional shares of the Common Stock, seek
representation on the Board of Directors of the Company, commence a tender or
exchange offer and/or propose a business combination, seek redemption or
judicial invalidation of the Company's stockholders' rights plan or dispose of
all or a portion of the Esmark Shares.
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Signature
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 thereunto duly authorized.
DANSKIN, INC.
(Registrant)
Dated: June 21, 1996 By: /s/ Edwin W. Dean
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Edwin W. Dean
Vice Chairman of the Board
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