<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
---------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number
-------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer name below:
DANSKIN, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
530 Seventh Avenue
New York, New York 10018
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants F-3
Financial Statements
Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and
December 31, 1998 F-4
Statements of Changes in Net Assets Available
for Plan Benefits for the Years ended
December 31, 1999 and December 31, 1998 F-5
Notes to Financial Statements F-6 - F-11
Supplemental Schedules
Report of Independent Certified Public Accountants on
Supplemental Schedules F-13
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1999 F-14
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1999 F-15 - F-16
Exhibit
23.1 Consent of Independent Certified Public Accountants
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees
DANSKIN, INC. SAVINGS PLAN
We have audited the accompanying statements of net assets available for plan
benefits of Danskin, Inc. Savings Plan (the "Plan") as of December 31, 1999 and
December 31, 1998 and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Danskin,
Inc. Savings Plan as of December 31, 1999 and December 31, 1998 and the changes
in net assets available for plan benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States.
GRANT THORNTON LLP
New York, New York
June 20, 2000
F-3
<PAGE>
Danskin, Inc. Savings Plan
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
December 31,
<TABLE>
<CAPTION>
ASSETS 1999 1998
----------- ----------
<S> <C> <C>
Cash and cash equivalents $ 129,406 $ 74,262
Investments 6,865,178 7,038,357
Participant Loans 101,758 250,974
----------- ----------
7,096,342 7,363,593
LIABILITIES
Accrued expenses (13,645) --
----------- ----------
Net assets available for benefits $ 7,082,697 $7,363,593
----------- ----------
----------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
F-4
<PAGE>
Danskin, Inc. Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year ended December 31,
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments $ 811,212 $ 808,780
Interest and dividends 216,365 189,383
----------- -----------
1,027,577 998,163
Contributions
Participants 532,885 603,252
Employer 109,808 136,028
Rollover 13,751 13,420
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656,444 752,700
Total additions 1,684,821 1,750,863
Deductions from net assets attributed to
Withdrawals and distributions 1,932,235 1,510,662
Forfeitures 8,386 26,564
Administrative expenses 24,296 29,695
----------- -----------
Total deductions 1,964,917 1,566,921
----------- -----------
NET (DECREASE) INCREASE (280,896) 183,942
Net assets available for benefits at
Beginning of year 7,363,593 7,179,651
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End of year $ 7,082,697 $ 7,363,593
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
F-5
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE A - DESCRIPTION OF PLAN
The following description of the Danskin, Inc. (the "Company" or "Sponsor")
Savings Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan subject to the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
Plan became effective July 22, 1986 and was established to provide deferred
compensation to all nonunion, full-time salaried employees following
attainment of age 21, and all nonunion part-time salaried employees
following completion of "Eligibility Service," as defined in the Plan
document.
CONTRIBUTIONS
Each participant may elect to contribute to the Plan by any whole percentage
between 1% and 15%. Employee contributions up to 6% of the employee's salary
are matched by the Company at a rate of 25%. The Company may, at its
discretion, make an additional annual contribution to the Plan which is
allocated to employees based upon their compensation. Effective January 1,
1994, the Plan was amended to allow such discretionary contributions to be
made in cash or in shares of Danskin, Inc. Common Stock. These employee,
Company match and discretionary Company contributions are all deposited in
the investment programs made available by the Plan in multiples of 10% as
directed by the participant. In the case of discretionary contributions made
in shares of Danskin, Inc. Common Stock, such contribution is deposited in
the Danskin, Inc., Company Stock Fund. Such election by the participant may
be revised on a monthly basis. In addition, the participant may transfer
assets among funds as of the first of the month, but no more often than once
every three consecutive months.
Any amounts forfeited by terminated participants are used to reduce Company
matching contributions. For the years ended December 31, 1999 and 1998,
respectively, approximately $8,386 and $26,564 were forfeited and used to
reduce the Company match.
ALLOCATIONS AND VESTING
Investment income by fund is allocated to individual accounts monthly based
on the proportion each account bears to the total of all account balances
within the fund which earned the income.
F-6
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE A (CONTINUED)
Plan participants are at all times 100% vested in the value of their
contributions and rollover accounts. Participants who were eligible
participants on June 30, 1989 are 100% vested in the value of their Company
match and discretionary Company contributions. For employees who became
eligible participants in the Plan after June 30, 1989, all company-matching
contributions vest in accordance with the following schedule:
<TABLE>
<CAPTION>
YEARS OF COMPANY SERVICE PERCENTAGE VESTED
------------------------ -----------------
<S> <C>
Less than 3 0%
3 33%
4 66%
5 100%
</TABLE>
Participants also become 100% vested in their Company match and
discretionary Company contribution accounts upon termination of employment
due to death or disability, retirement or termination of the Plan.
Upon termination of employment, any portion of a participant's
company-matching account that is not vested is forfeited. Forfeitures are
used to reduce subsequent Company contributions.
BENEFIT DISTRIBUTIONS
Upon termination for any reason, participants are entitled to all of their
vested balances in a lump-sum payment, or with respect to the Danskin, Inc.
Company Stock Fund, may elect to receive that portion of their distribution
in shares of Company stock.
The Plan includes a loan feature whereby participants may borrow up to 50%
of their vested account balances (minimum $1,000, maximum $50,000). Such
loans are at the discretion of the Employee Benefits Committee and are
repayable within five years (up to ten years for loans to buy a primary
residence) and bear interest at a rate in conformity with Department of
Labor Regulations. The Plan also includes a provision for withdrawals under
certain circumstances, as defined in the Plan, under which participants may
withdraw all or a portion of their vested account balances. Under the Plan,
a participant may not replace any amounts voluntarily withdrawn.
The Company has the right to modify or amend the Plan in whole or in part at
any time, provided such amendment does not reduce accrued benefits.
F-7
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting; however, obligations for withdrawals and
distributions are recorded when paid.
2. VALUATION OF INVESTMENTS
Investments included in the statements of net assets available for plan
benefits are recorded in the following manner:
Travelers Insurance Capital Preservation Fund - Twelve-month
instruments bearing interest at market rates which are valued at cost,
which approximates market value.
Fidelity Advisor Growth Opportunities Portfolio - at fair value based
on quotation from NASDAQ.
Fidelity Advisor High Yield Fund - at fair value based on quotation
from NASDAQ.
MSF Emerging Growth Fund - at fair value based on quotation from
NASDAQ.
Vanguard Index Fund - at fair value based on quotation from NASDAQ.
Danskin, Inc. Company Stock Fund - at fair value based on bid
quotations from the "pink slips" published by the National Quotation
Bureau.
3. ADMINISTRATIVE EXPENSES
Administrative expenses incurred by the Plan have been absorbed by the
Plan.
4. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported
F-8
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE B (CONTINUED)
amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
5. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, mutual funds, and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market
and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value
of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the statement of net
assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
NOTE C - MONEY MARKET OBLIGATIONS TRUST
All investment and withdrawal activity is processed through liquid
assets holding accounts held by the Trustee. Such accounts are
considered cash equivalents and all funds deposited remain for periods
not to exceed ninety days. These accounts are not participant-directed
investment options, but rather a flow-through vehicle for processing
investment and withdrawal activity.
NOTE D - INVESTMENT FUNDS
The following presents investments that represent five percent or more
of the Plan's assets:
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C> <C>
Travelers Insurance Capital Preservation Fund
1,793,749 and 1,891,475 shares, respectively $1,793,749 $1,891,475
Fidelity Advisory Growth Opportunity Fund
48,454 and 48,638 shares, respectively 2,260,864 2,442,114
Fidelity Advisor High Yield Fund
50,184 and 61,100 shares, respectively 570,591 692,258
MFS Service Trust II - Emerging Growth Fund Class A
18,346 and 24,897 shares, respectively 1,221,642 1,110,416
Vanguard Index Trust 500 Portfolio
6,871 and 7,195 shares, respectively 929,830 819,924
</TABLE>
F-9
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE D (CONTINUED)
During 1999, the Plan's investments (including realized and unrealized
gains and losses) appreciated in value by $811,212 as follows:
<TABLE>
<S> <C>
Mutual funds $ 807,885
Common stock 3,327
-----------
$ 811,212
</TABLE>
NOTE E - TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company, by
action of its Board of Directors, may terminate the Plan for any reason
and at any time subject to the provisions of ERISA. Upon termination of
the Plan, the rights of participants to the benefits accrued under the
Plan to the date of termination become fully vested.
NOTE F - TAX STATUS
The Plan is intended to be qualified under section 401(a) of the
Internal Revenue Code of 1986 (the "Code") and is intended to be exempt
from taxation under section 501(a) of the Code. The Plan received a
favorable IRS determination letter dated February 2, 1996. The Plan has
been amended since receiving the determination letter. However, the
Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code and the related trust was tax-exempt as of the
financial statement date. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
NOTE G - ACCOUNTING FOR DISTRIBUTION TO WITHDRAWN PARTICIPANTS
All amounts elected to be withdrawn by participants are recorded only
when disbursed by the Plan. As of December 31, 1999 and December 31,
1998, $158,749 and $19,147, respectively, has been allocated to
accounts of persons who have withdrawn from participation in the
earnings and operations of the Plan, but for which disbursement of
these funds from the Plan has not yet been made.
F-10
<PAGE>
Danskin, Inc. Savings Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 and 1998
NOTE G (CONTINUED)
The following is a reconciliation of net assets available for plan
benefits reported on the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
Net assets available for plan benefits per
the financial statements $7,082,697 $7,363,593
Amounts allocated to withdrawing participants (158,749) (19,147)
---------- ----------
Net assets available for plan benefits
per the Form 5500 $6,923,948 $7,334,446
---------- ----------
---------- ----------
</TABLE>
The following is a reconciliation for withdrawals per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
Withdrawals per the financial statements $1,932,235 $1,510,662
Add current amounts allocated to withdrawals 158,749 19,147
Less prior year withdrawal allocations (19,147) (173,357)
---------- ----------
Withdrawals per the Form 5500 $2,071,837 $1,356,452
---------- ----------
---------- ----------
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefits processed and approved for payment prior to December
31, 1999 and December 31, 1998, but not yet paid as of that date.
F-11
<PAGE>
SUPPLEMENTAL SCHEDULES
F-12
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULES
DANSKIN, INC. SAVINGS PLAN
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements, taken as a whole, of the Danskin, Inc. Savings Plan, as
of, and for the year ended December 31, 1999. The supplemental schedules, shown
on pages 14 to 16, are presented for the purpose of additional analysis, and are
not a required part of the basic financial statements, but are supplementary
information required by the Rules and Regulations of the Department of Labor for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the management of the
Plan. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
New York, New York
June 20, 2000
F-13
<PAGE>
Danskin, Inc. Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, LINE 27(a)
December 31, 1999
Employer Identification Number 72-1284179
<TABLE>
<CAPTION>
Number of
shares/ Market
Par Value Cost Value
--------- ---------- ----------
<S> <C> <C> <C>
Pooled Funds
Travelers Insurance
Capital Preservation Fund 1,793,749 $1,793,749 $1,793,749*
Mutual Funds
Fidelity Advisory Growth Opportunity 48,454 1,721,235 2,260,864*
Fidelity Advisor High Yield Fund 50,184 602,457 570,591*
MFS Service Trust II - Emerging Growth
Fund Class A 18,346 539,733 1,221,642*
Vanguard Index Trust 500 Portfolio 6,871 574,695 929,830*
Common Stock
Danskin, Inc. 84,127 170,226 88,502
---------- ----------
Total investments 5,402,095 6,865,178
Loan (8.5% interest rate) 101,758 101,758
Cash and cash equivalents 129,406 129,406
---------- ----------
Total assets held for investments
purposes $5,633,259 $7,096,342
---------- ----------
---------- ----------
</TABLE>
*Type of investment exceeds 5% of the Plan's net assets at the beginning of the
Plan year.
F-14
<PAGE>
Danskin, Inc. Savings Plan
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FORM 5500, LINE 27(d)
Year ended December 31, 1999
SINGLE TRANSACTIONS
There were no reportable single transactions.
F-15
<PAGE>
Danskin, Inc. Savings Plan
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FORM 5500, LINE 27(d)
Year ended December 31, 1999
Series of transactions in the same security and with the same person
<TABLE>
<CAPTION>
Net gain
Description Purchase Sales Cost or (Loss)
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Mutual Funds
Fidelity Advisors Growth
Opportunities Portfolio $ 59,780 $ 445,166 $ 294,060 $ 151,106
Number of transactions 4 8
MFS Service Trust II
Emerging Growth Fund Class A $ 33,627 $ 391,102 $ 220,448 $ 170,654
Number of transactions 4 8
Cash and cash equivalents
Money Market Obligations Trust $1,832,530 $1,862,050 $1,862,050 --
Number of transactions 55 91
</TABLE>
There were no reportable series of nonsecurity transactions with the same
person.
F-16
