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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 2000
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McNAUGHTON APPAREL GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23440 13-3747173
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
463 Seventh Avenue
New York, N.Y. 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 947-2960
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Item 5. Other Events
Earn-Out Obligation
On August 10, 2000, McNaughton Apparel Group Inc. (the "Company") announced
that it had entered into an agreement as of August 3, 2000 with the sellers of
the Jeri-Jo Knitwear, Inc. ("Jeri-Jo") and Jamie Scott, Inc. ("Jamie Scott")
businesses to discount the earn out payments arising out of the acquisitions of
those entities in June 1998 with a total payment valued at $161.0 million. The
agreement provides for the payments on August 29, 2000 of an aggregate of $95
million in cash, the issuance of 2 million shares of Company common stock and
the issuance by the Company of its $10 million unsecured subordinated 3-year
note. In addition, the agreement provides for the payment of an additional $30
million in cash on or before November 30, 2000, subject to financing. In total,
these payments would represent an approximate $32 million discount from the earn
out payments otherwise payable under the original agreement. The agreement also
provides that if financing of the $30 million cannot be arranged, the balance of
the earn out payments would be $59 million, to be paid, at the election of the
Company, in a combination of cash, unsecured subordinated notes of the Company
and shares of the Company's common stock. In connection with the agreement, the
Company also announced an amendment to its shareholder rights plan to exempt
issuances of Company common stock under the Jeri-Jo and Jamie Scott acquisitions
from the operation of the plan.
Item 7. Exhibits
Exhibit Index
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10.1 Amendment, dated as of August 3, 2000, to Purchase and Sale Agreement
dated as of April 15, 1998, as amended, by and among JJ Acquisition Corp.
(now Jeri-Jo Knitwear, Inc., Norton McNaughton, Inc. (now McNaughton
Apparel Group Inc.), Jeri-Jo Knitwear, Inc., Jamie Scott, Inc. and the
Stockholders of Jamie Scott, Inc.
99 Press release dated August 10, 2000.
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SIGNATURES
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.
McNAUGHTON APAREL GROUP INC.
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(Registrant)
Date: August 15, 2000 By:/s/ Peter Boneparth
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Peter Boneparth
Chief ExecutiveOfficer and Chief Operating
Officer
(Principal Executive and Operating Officer)
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