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): February 26, 1999
BIG SMITH BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-13590 13-3005371
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State or other jurisdiction of (Commission (IRS Employer
incorporation or organization File No.) Identification No.)
7100 West Camino Real, Suite 402, Boca Raton, Florida 33433
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(Address of principal executive offices) (Zip Code)
(561) 367-8283
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 5. Other Events.
On March 3, 1999 Big Smith Brands, Inc. (the "Company") issued the following
press release:
BIG SMITH BRANDS, INC.
FOR IMMEDIATE RELEASE
Contact: Peter Lebowitz
Big Smith Brands, Inc.
(561) 367-8283
Peter Cullum/Dan Burris
Donley Communications
(212) 751-6126
BIG SMITH ENTERS INTO AGREEMENTS WITH WALLS INDUSTRIES;
MARKS NEW DIRECTION FOR COMPANY IN SPORTSWEAR, LICENSING
BOCA RATON, MAR. 3, 1999-- Big Smith Brands Inc. (OTC:BSBI)
announced today it has entered into a series of agreements with Walls
Industries, Inc. of Cleburne, Texas that represents a major change of direction
for the company. Big Smith has agreed to sell to Walls its workwear
manufacturing machinery, its entire inventory of workwear products and raw
materials and grant to Walls a license to manufacture workwear under the Big
Smith label.
After the transaction is complete, Big Smith will focus entirely on the
manufacture and sale of sportswear and global licensing of other products.
"This is an exciting period in the long history of Big Smith," said
Peter Lebowitz, Big Smith CEO. "We are delighted that Walls Industries will
carry on the Big Smith workwear tradition with its high standards of quality and
reliability. These agreements will make our business less capital intensive and
give us the resources to focus on new sportswear and licensing ventures, which
should have a significant impact on profitability."
The agreements also provide for Walls to lease Big Smith's facilities
in Carthage, Missouri and to sublease Big Smith's leased facility in Miami,
Oklahoma. Walls has also agreed to purchase the machinery used to produce
workwear. Under the asset purchase agreement, Walls will pay Big Smith a price
equal to the appraised value of the machinery
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and equipment. It will also purchase all outstanding workwear in inventory and
raw materials at book value.
In addition, in consideration for a ten-year non-compete agreement,
Walls will pay Big Smith $4.6 million over an eight-year period.
The agreements are subject to shareholder approval, and Big Smith
expects to hold a shareholders meeting shortly.
Big Smith Brands, Inc. is an apparel company engaged since 1916
primarily in the manufacture and sales of quality work and fashion apparel under
the brand names Big Smith, Smith Mountain Classics, Big Smith Vintage, and Big
Smith Kids.
SIGNATURE
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.
Dated: March 3, 1999
BIG SMITH BRANDS, INC.
By /s/ Howard H. Ward
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Howard H. Ward
General Counsel and Assistant Secretary
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