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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
DANSKIN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
236 365 102
(CUSIP Number)
SUSAN L. HARRIS, GENERAL COUNSEL--CORPORATE
SUNAMERICA INC.
1 SUNAMERICA CENTER
LOS ANGELES, CA 90067
(310) 772 6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
MARCH 9, 1997
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check
the following box./ /
NOTE: schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Schedule 13D
CUSIP No. 236 365 102
1. Name of Reporting Persons
I.R.S. Identification No. of above persons (entities only):
SunAmerica Life Insurance Company
2. Check Appropriate Box if a member of a group: (a) / /
(b) / /
3. SEC use only:
4. Source of funds: 00
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
Number of 7. Sole voting power: 1,827,440
Shares
Beneficially 8. Shared voting power: 0
Owned by
Each 9. Sole dispositive power: 1,827,440
Reporting
Person With 10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person: 1,827,440
12. Check box if the aggregate amount in Row (11) excludes certain shares: / /
13. Percent of Class represented by amount in Row (11): 18.1%
14. Type of reporting person: IC
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Schedule 13D
CUSIP No. 236 365 102
1. Name of Reporting Persons
I.R.S. Identification No. of above persons (entities only):
SunAmerica Inc.
2. Check Appropriate Box if a member of a group: (a) / /
(b) / /
3. SEC use only:
4. Source of funds: 00
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
Number of 7. Sole voting power: 1,827,440
Shares
Beneficially 8. Shared voting power: 0
Owned by
Each 9. Sole dispositive power: 1,827,440
Reporting
Person With 10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person: 1,827,440
12. Check box if the aggregate amount in Row (11) excludes certain shares: / /
13. Percent of Class represented by amount in Row (11): 18.1%
14. Type of reporting person: CO/HC
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This Amendment No. 5 amends the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on
September 29, 1994, and as subsequently amended by Amendment No. 1 filed on
February 3, 1995, Amendment No. 2 filed on January 4, 1996, Amendment No. 3
filed on June 17, 1996 and Amendment No. 4 filed on October 8, 1996 (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 changes in the information set forth in the
Schedule 13D. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Schedule 13D.
This Statement is being filed by SunAmerica Life Insurance Company
("SunAmerica") and SunAmerica Inc., collectively (the "Reporting Persons").
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 3 of the Schedule 13D is hereby
amended to read as follows:
Pursuant to a 1 to 11.99 per share Common Stock dividend paid on
October 30, 1997, 167,640 shares of Common Stock were distributed to SunAmerica
by the Issuer.
Item 4. Purpose of Transaction.
The information set forth in Item 4 of the Schedule 13D, is hereby
amended and restated in its entirety to read as follows:
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 of 11 U.S.C. Section 362 in the
chapter 7 involuntary bankruptcy case of Esmark, Inc., Case No. 95-43781 (BRL),
insofar as such automatic stay prohibited or prevented SunAmerica from enforcing
its state law rights and remedies under the Notes Purchase Agreement and Pledge
Agreement and related loan documents, including the foreclosure sale of the
shares of Common Stock in partial satisfaction of Esmark's obligations to
SunAmerica. Notice of a public foreclosure sale of the shares of Common Stock
(the "Foreclosure Sale") was published in the Wall Street Journal, New York
Times and Womens Wear Daily on May 7, 1996. On June 7, 1996, the Foreclosure
Sale was conducted at which SunAmerica submitted the highest conforming bid and
purchased the shares of Common Stock, by crediting its bid
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against its secured claim, at a price of $3.00 per share for an aggregate
purchase price of $6,030,000.
On October 4, 1996 SunAmerica and the Issuer entered into a letter
agreement (the "Letter Agreement") pursuant to which the Issuer agreed, among
other things, to increase the number of directors constituting the Board of
Directors of the Issuer from eight to ten and include two individuals designated
by SunAmerica to serve as members of the Board of Directors of the Issuer. In
turn, SunAmerica agreed to vote all shares which it owned in favor of management
nominees at annual meetings held prior to June 30, 1997.
On September 22, 1997 the Issuer recapitalized by issuing 2,400 shares
of cumulative convertible preferred stock (the "Preferred Stock") with voting
rights entitling each share of Preferred Stock to that number of votes equal to
the number of shares of Common Stock into which such share of Preferred Stock is
convertible, or 16,666.66 votes per share of Preferred Stock (the
"Recapitalization"). The issuance of the Preferred Stock resulted in a
reduction of the percentage of voting securities of the Issuer held by
SunAmerica to approximately 4% of the total outstanding voting securities. In
conjunction with the Recapitalization, SunAmerica and the Issuer agreed to
terminate the Letter Agreement in September 1997.
In light of these factors, SunAmerica is evaluating its alternatives
with respect to its holdings of the Common Stock. SunAmerica's primary
objective with respect to its holdings of the Common Stock is to maximize the
return on its investment. Subject to applicable legal requirements, SunAmerica
may purchase additional shares of Common Stock from time to time or may dispose
of all or a portion of its shares of Common Stock. SunAmerica intends to
consider and review various factors on a continuous basis, including the
Issuer's financial condition, business and prospects, other developments
concerning the Issuer, the price and availability of shares of Common Stock,
other investment and business opportunities available to SunAmerica,
developments with respect to SunAmerica's business, and general economic, money
and stock market conditions in managing its investment in the Common Stock.
Except as set forth above, the Reporting Persons do not have any plans
or proposals which relate to, or could result in, any of the matters referred to
in paragraphs (b) through (j) of Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position and
formulate plans or proposals with respect thereto, but have no present intention
of doing so.
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Item 5. Interest in the Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
SunAmerica owns beneficially 1,827,440, or approximately 18.1%, of the
10,088,124 shares of Common Stock outstanding as reported by the Issuer in its
10-K filed March 27, 1998.
SunAmerica Inc., as the parent company of SunAmerica, may be deemed
to beneficially own 1,827,440, or approximately 18.1%, of the 10,088,124 shares
of Common Stock outstanding as reported by the Issuer in its 10-K filed March
27, 1998. All of such shares are held by SunAmerica.
Item 5(b) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
SunAmerica has the sole power to vote or to direct the vote and
dispose or to direct the disposition of 1,827,440 shares of Common Stock.
SunAmerica Inc., as the parent company of SunAmerica also has the
power to vote or to direct the vote and dispose or to direct the disposition of
all of the shares of Common Stock held by SunAmerica described above.
Item 5(c) of the Schedule 13D is hereby amended as follows:
The following sales of Common Stock were completed by SunAmerica on the dates
listed below:
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<CAPTION>
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1) IDENTITY OF PERSON COVERED 2) DATE OF 3) AMOUNT OF 4) PRICE OR 5) MANNER OF SALE
BY ITEM 5(c) WHO EFFECTED THE TRANSACTION SECURITIES INVOLVED UNIT PER
TRANSACTION SHARE
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<S> <C> <C> <C> <C>
SunAmerica 3/9/98 25,000 $1.47 Broker Sale
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SunAmerica 3/9/98 7,000 $1.47 Broker Sale
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SunAmerica 3/9/98 9,000 $1.47 Broker Sale
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SunAmerica 3/9/98 40,000 $1.50 Broker Sale
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SunAmerica 3/9/98 7,500 $1.47 Broker Sale
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SunAmerica 3/9/98 110,000 $1.47 Broker Sale
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SunAmerica 3/9/98 22,000 $1.47 Broker Sale
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SunAmerica 3/9/98 28,000 $1.47 Broker Sale
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SunAmerica 3/9/98 50,000 $1.47 Broker Sale
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SunAmerica 3/10/98 4,000 $1.47 Broker Sale
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1) IDENTITY OF PERSON COVERED 2) DATE OF 3) AMOUNT OF 4) PRICE OR 5) MANNER OF SALE
BY ITEM 5(c) WHO EFFECTED THE TRANSACTION SECURITIES INVOLVED UNIT PER
TRANSACTION SHARE
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SunAmerica 3/11/98 39,200 $1.47 Broker Sale
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SunAmerica 3/13/98 8,500 $1.47 Broker Sale
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Item 6. Contracts, Arrangements, Undertakings or Relationships with respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuers, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended as follows:
(a) Amended and Restated list of names, principal occupations and
business addresses of directors, executives officers and control persons of
SunAmerica.
(b) Amended and Restated list of names, principal occupations and
business addresses of directors, executives officers and control persons of
SunAmerica Inc.
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After reasonable 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: April 15, 1998
SunAmerica Life Insurance Company
By: /s/ Jay S. Wintrob
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Jay S. Wintrob
Executive Vice President
SunAmerica Inc.
By: /s/ Jay S. Wintrob
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Jay S. Wintrob
Vice Chairman
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EXHIBIT A
SUNAMERICA LIFE INSURANCE COMPANY
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PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION
NAME AND PRINCIPAL BUSINESS ADDRESS OR EMPLOYMENT
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DIRECTORS: Eli Broad, Chairman (1)(2) See below
James R. Belardi (1) See below
Lorin M. Fife (1) See below
Jane W. Greer (1) See below
Susan L. Harris (2) See below
Peter McMillan (1) Executive Vice President & Chief Executive
Officer of SunAmerica Investments, Inc.
Scott L. Robinson (1) See below
James W. Rowan (1) See below
Jay S. Wintrob (1) See below
OFFICERS: Eli Broad (1)(2) President and Chief Executive Officer
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) Senior 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
Edward P. Nolan (1) Vice President
David R. Bechtel(1) Vice President and Treasurer
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(1) Business address and address where principal occupation is located is 1
SunAmerica Center, Los Angeles, California 90067.
(2) Mr. Broad controls 41.3% 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.
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EXHIBIT B
SUNAMERICA INC.
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<CAPTION>
PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL BUSINESS ADDRESS EMPLOYMENT
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DIRECTORS: Eli Broad, Chairman (1)(11) See below
William F. Aldinger, III (2) Chairman and Chief Executive Officer of Household
International, Inc.
Philip G. Heasley (3) Vice Chairman and President of First Bank, Retail
Product Group
David O. Maxwell (4) Retired Chairman and Chief Executive Officer of
Federal National Mortgage Association
Barry Munitz (5) President and Chief Executive Officer, The J. Paul
Getty Trust
Lester Pollack (6) Chief Executive Officer, Centre Partners, L.P.
Sanford C. Sigoloff (7) Chairman, President and Chief Executive Officer of
Sigoloff & Associates, Inc.
Harold M. Williams (8) President Emeritus, The J. Paul Getty Trust
Karen Hastie Williams (9) Partner with Crowell & Moring
Carl E. Reichardt (10) Retired Chairman and Chief Executive Officer, Wells
Fargo & Company and Wells Fargo Bank
Jay S. Wintrob (1) See below
OFFICERS: Eli Broad (1)(11) Chief Executive Officer and President
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 H. Richland (1) Senior Vice President
Scott L. Robinson (1) Senior Vice President and Controller
James Rowan (1) Senior Vice President
Karel Carnohan (1) Vice President
Michael L. Fowler (1) Vice President
George L. Holdridge, Jr. (1) Vice President
N. Scott Gillis (1) Vice President
Donald E. Spetner(1) Vice President
David R. Bechtel(1) Vice President and Treasurer
</TABLE>
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(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 2700
Sandus Road, Prospect Heights, Illinois 60070.
(3) Business address and address where principal occupation is located is 601
Second Avenue South, Suite 2900, Minneapolis, Minnesota 55402.
(4) Business address and address where principal occupation is located is 5335
Wisconsin Avenue, NW, Suite 440, Washington, D.C. 20015-2003.
(5) Business address and address where principal occupation is located is 1200
Getty Center Drive, Los Angeles, California 90049-1688.
(6) Business address and address where principal occupation is located is 30
Rockefeller Plaza, Suite 5050, New York, New York 10020.
(7) Business address and address where principal occupation is located is 3340
Ocean Park Boulevard, Suite 3050, Santa Monica, California 90405.
(8) Business address and address where principal occupation is located is 1200
Getty Center Drive, Los Angeles, California 90049-1688.
(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 41.3% 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.
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