SIRENA APPAREL GROUP INC
8-K, 1999-07-28
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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<PAGE>   1
                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                          Date of Report: July 27, 1999


                         THE SIRENA APPAREL GROUP, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
       Delaware                          0-24636                    36-2998726
- ----------------------------          ------------             ----------------------
<S>                                   <C>                      <C>
(State or other jurisdiction          (Commission                (I.R.S. Employer
      of incorporation)               File Number)             Identification Number)
</TABLE>


                           2825 South Santa Fe Avenue
                            Vernon, California 90058
                    ----------------------------------------
                    (Address of principal executive offices)



                                 (323) 581-9700
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

<PAGE>   2

Item 6. Resignations of Registrant's Directors.

     Effective as of July 22, 1999, Howard H. Hedinger resigned as a member and
as Chairman of the Board of Directors of The Sirena Apparel Group, Inc. (the
"Company"). Steven R. Ludeman, who was newly appointed to the Company's Board of
Directors, also resigned effective as of July 22, 1999. Copies of their
respective letters of resignation are attached hereto as Exhibits 99.1 and 99.2.

Item 7. Exhibits.

     (c)   Exhibits.

              99.1   Resignation of Howard H. Hedinger dated 7/22/99.

              99.2   Resignation of Steven R. Ludeman dated 7/22/99.



                                       2
<PAGE>   3

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number   Exhibit
- --------------   -------
<S>              <C>
     99.1        Resignation of Howard H. Hedinger dated 7/22/99.

     99.2        Resignation of Steven R. Ludeman dated 7/22/99.
</TABLE>

                                       3
<PAGE>   4

                                   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, thereunto duly authorized.

Dated:  July 27, 1999                   THE SIRENA APPAREL GROUP, INC.



                                        By: /s/ Richard Matthews
                                            ------------------------------------
                                        Name:  Richard Matthews
                                        Title: Chief Executive Officer

                                       4

<PAGE>   1
                                                                    EXHIBIT 99.1


                          [HOWARD HEDINGER LETTERHEAD]


                                 July 22, 1999


The Sirena Apparel Group, Inc.
2825 South Santa Fe Avenue
Vernon, CA 90058

I hereby resign as a director of The Sirena Apparel Group, Inc., (the Company)
effective immediately. I also resign from any and all positions I may hold as
an officer or member of any committee of the Company, effective immediately.

During recent weeks it has become apparent that the Company's views with
respect to matters of corporate governance differ from my own. Counsel and
consultants for the Company have undertaken to protect the interests of
creditors and shareholders of the Company. Additionally, the Company has been
unable or unwilling to perform with respect to certain of its contractual
undertakings with American Industries, Inc., a company in which I am a
substantial investor such that my own financial interests may differ from those
of the Company. Under these circumstances, it is necessary for me to submit this
resignation.


                                   Very truly yours,


                                   /s/ HOWARD H. HEDINGER
                                   ------------------------------------
                                   Howard H. Hedinger


cc: Robert E. Gooding, Jr., Esq.
    David A. Gill, Esq.
    Richard Matthews

<PAGE>   1
                                                                    EXHIBIT 99.2


                         [STEVEN R. LUDEMAN LETTERHEAD]



                                 July 22, 1999


The Sirena Apparel Group, Inc.
2825 South Santa Fe Avenue
Vernon, CA 90058


I hereby resign as a director of The Sirena Apparel Group, Inc. effective
immediately.

The current circumstances make it impossible for me to continue to serve on the
board.


                                   Very truly yours,


                                   /s/ STEVEN R. LUDEMAN
                                   ------------------------------------
                                   Steven R. Ludeman


cc: Robert E. Gooding, Jr., Esq.
    David A. Gill, Esq.
    Richard Matthews



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