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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)
October 4, 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 5. Other Events.
On June 7, 1996, SunAmerica Life Insurance Company ("SunAmerica")
acquired 2,010,000 shares of common stock of Danskin, Inc. (the "Company") from
Esmark, Inc. through a foreclosure sale. As a result of such sale, SunAmerica
became the largest stockholder of the Company. Thereafter, SunAmerica requested
(i) the right to designate two directors for election to the Company's Board of
Directors, (ii) the right to have an observer present at meetings of the Board
of Directors, (iii) the right to have at least one of its designees on each of
the committees of the Board of Directors, and (iv) that the Board of Directors
extend an invitation to Electra Investment Trust PLC ("Electra"), owner of
990,000 shares of common stock of the Company, to also nominate a director for
election to the Company's Board of Directors.
The Board of Directors discussed such request with SunAmerica and
entered into a Letter Agreement (the "Letter Agreement") dated as of October 4,
1996. Pursuant to the Letter Agreement the Company and SunAmerica agreed, among
other things, to the following:
(i) At the meeting of the Board of Directors of the Company
following the 1996 Annual Meeting of Stockholders of the Company, the Company
will increase the number of directors constituting the entire Board of Directors
of the Company from eight to ten directors, with the vacancies created thereby
being in Class I and Class III, and SunAmerica will have the right to designate
two persons to fill such vacancies subject to the approval (which shall not be
unreasonably 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 of the Company. Such
SunAmerica designees will then be elected as directors of the Company to fill
the newly created vacancies.
(ii) If any SunAmerica designee declines to serve, is removed,
resigns, or for any other reason no longer serves as a director of the Company,
the vacancy created will be filled by another person designated by SunAmerica,
subject to the approval (which shall not be unreasonably 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 of the Company.
(iii) At least one SunAmerica director designee will serve on
each committee of the Board of Directors.
(iv) SunAmerica will have the right to designate one person (in
addition to the two SunAmerica director designees) to serve as a non-voting
observer of the Board of Directors; such observor will be given all notices and
information sent or made available to any director of the Company and will have
the right to attend all meetings of the Board of Directors.
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(v) The Board of Directors shall invite Electra to designate a
director and shall increase the number of directors on the Board of Directors to
create a vacancy for such designee should Electra agree to designate such an
individual.
(vi) The SunAmerica directors shall receive the same fees
(including grants of stock options) and expense reimbursement as other
non-employee directors of the Company except that any SunAmerica director who is
also an employee of SunAmerica or any of its affiliates shall not receive any
such fees for service as a director of the Company.
(vii) Except as set forth in the Letter Agreement, the size of
the Board of Directors of the Company shall not be further increased unless the
SunAmerica designees vote to approve such increase.
(viii) 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 the Company and at any other annual meeting of
stockholders of the Company held to elect directors prior to June 30, 1997 and
(b) vote all shares of common stock of the Company beneficially owned by any of
them at such meeting, in favor of directors nominated by the Company.
(ix) If the number of shares of common stock of the Company
beneficially owned by SunAmerica is reduced to less than 1,250,000 but not less
than 750,000 the number of SunAmerica director designees shall be reduced to one
and, if SunAmerica beneficially owns less than 750,000 shares, both the Letter
Agreement and all of SunAmerica's rights under the Letter Agreement will
terminate.
A copy of the Letter Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to this Current Report on Form 8-K. This
summary description does not purport to be complete and is qualified in its
entirety by reference to the Letter Agreement, which is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Exhibit No. Exhibit
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99.1 Letter Agreement, dated as of
October 4, 1996, between Danskin,
Inc. and SunAmerica Life Insurance
Company, which includes, as
Schedule A thereto, the names and
certain information concerning
SunAmerica director designees.
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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 hereunto duly authorized.
DANSKIN, INC.
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(Registrant)
Dated: October 8, 1996 By:/s/ Edwin W. Dean
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Edwin W. Dean
Vice Chairman of the Board
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
99.1 Letter Agreement, dated as of October 4, 1996, 6
between Danskin, Inc. and SunAmerica Life Insurance
Company, which includes, as Schedule A thereto, the
names and certain information concerning the
SunAmerica director designees.
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Statement of Differences
The registered trademark symbol shall be expressed as (R).
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EXHIBIT 99.1
Danskin, Inc.
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 unreasonably 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 unreasonably 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
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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 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.
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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 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 Domuracki
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Mary Ann Domuracki
Chief Executive Officer
Acknowledged and agreed to this
4th day of October, 1996:
SUNAMERICA LIFE INSURANCE COMPANY
/s/ Kevin Buckle
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Kevin Buckle
Authorized Agent
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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, including 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 infants' and
children's apparel and home furnishings. Pour le bebe, in addition to its core
major department store and international distribution, operates over 40 retail
and factory outlet specialty stores nationwide, and is the largest of Guess?,
Inc.'s 26 licensees.
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