SIRENA APPAREL GROUP INC
8-K, 1999-06-28
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                                    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: June 25, 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)

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     On June 25, 1999, The Sirena Apparel Group, Inc. (the "Company") issued a
press release, a copy of which is attached hereto as Exhibit 99, announcing that
on June 25, 1999 the Company filed a petition for relief under Chapter 11 of the
United States Bankruptcy Code in the Bankruptcy Court for the Central District
of California.

Item 7. Exhibits.

     (c)   Exhibits.

              99     Press Release, dated June 25, 1999, announcing the filing
                     of a petition for relief under Chapter 11 of the United
                     States Bankruptcy Code

                                       2
<PAGE>   3

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number   Exhibit
- --------------   -------
<S>              <C>
     99          Press Release, dated June 25, 1999, announcing the filing of a petition for
                 relief under Chapter 11 of the United States Bankruptcy Code.
</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:  June 25, 1999                   THE SIRENA APPAREL GROUP, INC.



                                        By: /s/ Howard H. Hedinger
                                            ------------------------------------
                                        Name:  Howard H. Hedinger
                                        Title: Chairman of the Board

                                       4

<PAGE>   1

                                                                      EXHIBIT 99

The Sirena Apparel Group, Inc. Announces Voluntary
Chapter 11 Filing

     Business Editors

     Vernon, CA - (BUSINESS WIRE)--June 25, 1999--The Sirena Apparel Group, Inc.
(Nasdaq: SIRN) today announced that it has filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code. Under Chapter
11, the Company will continue to operate its business under court protection
from creditors, while seeking to work out a plan of reorganization. The petition
was filed in the U.S. Bankruptcy Court for the Central District of California.

     On an informal basis, Foothill Capital Corporation has preliminarily agreed
to provide the Company with debtor-in-possession (DIP) financing. The Company
expects to finalize negotiations regarding Foothill's DIP financing and to seek
Bankruptcy Court approval of the financing as soon as possible.

     The Company determined that in light of events arising from its discovery
of financial irregularities and the need to restate its earnings for the first
three quarters of the fiscal year ending June 30, 1999, there was substantial
risk that the Company would be unable to secure sufficient financing for the
remainder of calendar year 1999. Accordingly, the Company determined that
seeking a Chapter 11 filing at this time is in its best interests.

     The Company also announced that Richard Matthews has been named interim
Chief Executive Officer and Howard Hedinger has been named Chairman of the Board
of Directors, effective immediately. Mr. Matthews is a business consultant who
has extensive corporate restructuring experience. Mr. Hedinger is a director of
the Company and is the President and Chairman of the Board of Directors of
American Industries, Inc., a substantial stockholder of the Company. The
Company also announced that Ellison Morgan has resigned from the Company's
Board of Directors.

     Mr. Matthews said, "While the decision to file for Chapter 11 protection
was a difficult one, it represents the best alternative for the Company at this
time. The Chapter 11 filing will provide us with time to perform a comprehensive
evaluation of our strategic alternatives and will allow us to minimize the
impact on our day-to-day operations."

     He further noted that, "We are very grateful for the support that our
licensors, customers and suppliers have shown for us during this difficult
period. We are also especially thankful for the continued loyalty and support of
our dedicated staff of employees."

     The Company is a leading designer, manufacturer and marketer of branded and
private-label swimwear, intimate apparel and resortwear under well-recognized
brands that include Anne Klein, Liz Claiborne, Elisabeth, Sirena, Rose Marie
Reid, Hang Ten, and Jezebel.

     Statements in this release that are not historical may be deemed forward-
looking statements within the meaning of the Private Securities Litigation Act
of 1995. Although the Company believes the expectations reflected in any
forward-looking statements are based on reasonable assumptions, it can give no
assurance that its expectations will be attained. Factors that could cause
actual results to differ materially from the Company's expectations include the
findings of the Special Committee appointed to review the Company's accounting
practices, determinations of Sirena's auditors with regard to the company's
accounting practices, the extent and timing of any charges to be taken in
connection therewith, Sirena's ability to implement its strategic business plan
as well as appropriate financial and operational controls, the ability to
maintain existing licenses and obtain new licenses, the continued ability to
obtain financing, general economic and industry


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conditions, competition within the apparel industry, and other risks detailed
from time to time in Company's SEC reports, including Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and Annual Reports on Form 10-K.

      SOURCE: The Sirena Apparel Group, Inc.



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