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UNITED STATES
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
Date of Report (Date of earliest event reported) November 29, 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
Senior Secured Revolving Credit Facility
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On November 29, 2000, McNaughton Apparel Group Inc. (the "Company") entered into
a three-year, $210.0 million senior secured revolving credit facility with Banc
of America Commercial Corporation, The CIT Group/Commercial Services, Inc. and
Fleet Capital Corporation. The new credit facility, which may be increased to
$225.0 million during the term, replaces the Company's $175.0 million senior
secured revolving credit facility. It provides for letters of credit and
revolving credit loans on a borrowing base formula, with floating interest rates
based on margins over LIBOR or prime at the Company's option.
Issuance of $59.0 Million Three-Year Subordinated Promissory Notes
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As of December 1, 2000, the Company issued $59.0 million in three-year
subordinated promissory notes to the sellers of Jeri-Jo Knitwear Inc. and Jamie
Scott, Inc. in final payment of the Company's earn-out obligation under the
Agreement of Purchase and Sale dated as of April 15, 1998, as amended with
respect to Jeri-Jo and Jamie Scott. The notes bear interest at the non-
overadvance floating rate set forth in the Company's new senior secured
revolving credit facility.
Item 7. Exhibits
Exhibit Index
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10 Second Amended and Restated Financing Agreement, dated as of November
29, 2000, by and among McNaughton Apparel Group Inc., a Delaware
corporation formerly known as Norton McNaughton, Inc., Norton McNaughton
of Squire, Inc., a New York corporation, Miss Erika, Inc., a Delaware
corporation, Jeri-Jo Knitwear, Inc., a Delaware corporation formerly
known as JJ Acquisition Corp., the financial institutions from time to
time party hereto (collectively the "Lenders"), Banc of America
Commercial Corporation, as collateral agent and syndication agent for
the Lenders, The CIT Group/Commercial Services, Inc., as administrative
agent for the Lenders and Fleet Capital Corporation, as documentation
agent for the Lenders.
10.1 Subordinated Promissory Note of McNaughton Apparel Group Inc. made as of
December 1, 2000 in favor of Leonard Schneider for the original
principal amount of $23,600,000.
10.2 Subordinated Promissory Note of McNaughton Apparel Group Inc. made as of
December 1, 2000 in favor of Susan Schneider for the original principal
amount of $14,160,000.
10.3 Subordinated Promissory Note of McNaughton Apparel Group Inc. made as of
December 1, 2000 in favor of Leslie Schneider for the original principal
amount of $14,160,000.
10.4 Subordinated Promissory Note of McNaughton Apparel Group Inc. made as of
December 1, 2000 in favor of Scott Schneider for the original principal
amount of $7,080,000.
99 Press release dated December 12, 2000.
Item 9. Regulation FD Disclosure
Reference is made to the press release issued on December 12, 2000, attached
hereto as Exhibit 99.
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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: December 13, 2000 By: /s/ Peter Boneparth
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Peter Boneparth
Chief Executive Officer and Chief Operating
Officer
(Principal Executive and Operating Officer)
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