ACTIVE APPAREL GROUP INC
8-K, EX-99.1, 2000-08-22
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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Active Apparel Group, Inc. to Acquire Everlast

Plans Call for Combined Entity to Become World Class Sports and
Marketing Company

Active Apparel to be Renamed Everlast Worldwide

NEW YORK, Aug. 22 -- Active Apparel Group,  Inc.  (Nasdaq:  AAGP - news),  today
announced that it will acquire Everlast,  the foremost brand in boxing and among
the  leaders  in other  sports.  In a stock  and cash  deal  valued at about $60
million,  Active  Apparel  Group will acquire the privately  held company.  As a
result of the  acquisition,  Active  Apparel,  which  will be  renamed  Everlast
Worldwide,  will own all worldwide  licensing  rights to the prominent  brand as
well as the company's production facilities in The Bronx, New York and Moberley,
Missouri.  The deal,  which  should  close  before the end of the year,  will be
immediately accretive to earnings.

         Founded in 1910, Everlast soon became one of the most widely recognized
athletic  brands in the world and has become  virtually  synonymous with boxing.
Many noted and legendary  boxers such as Joe Louis,  Jack  Dempsey,  "Sugar" Ray
Robinson,  George  Foreman,  and Evander  Holyfield  have won and defended their
championships in Everlast trunks and gloves. To this day, Everlast has leveraged
this allegiance to capture market share. In 1999,  Everlast  products  accounted
for 8 of the top 10 selling boxing equipment  products -- over 50% of bag, glove
and accessory sales,  and over 80% of protective  equipment sales. At the retail
level,  Everlast brand  equipment and apparel has generated over $200 million in
annual revenues.

         "The  opportunity  to  acquire a brand name on a par with  Everlast  is
quite rare. It is a brand rich in heritage and one that  possesses an incredible
degree of consumer awareness.  In a sense, it is like owning a piece of American
history.  We think of Everlast as a world class brand; one that can easily stand
along side the likes of the major brands in the  activewear  and sporting  goods
markets," said George Q Horowitz, Active Apparel's chairman, president and chief
executive  officer.  "We are excited that our two companies,  who've shared over
eight years of successful  partnership,  can now take this  relationship  to the
next level. The


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synergies of this combination will benefit our shareholders in that they now own
a company that has nearly twice as many  revenues,  is profitable and infinitely
more  prominent.  But  most  of  all,  consumers  will  benefit  from  increased
availability  of  Everlast  brand  equipment,  apparel  and  accessories  at  an
increasing number of retail locations."

         A highly  synergistic  addition  to  Active  Apparel's  product  lines,
Everlast will  introduce  Active  Apparel to its customers and vice versa.  Over
3,500  retailers  sell Everlast  equipment and apparel,  including  Gart's,  The
Sports Authority, Big 5 Corp., Modell's, Inc. and Dick's Sporting Goods, many of
which already have strong relationships with Active Apparel.

         "George  Horowitz and Active Apparel have been valuable  partners since
we introduced  Everlast women's apparel in 1992," said Ben Nadorf,  who became a
joint  owner  of  Everlast  in  1958  and  sole  owner  and  president  in 1995.
"Understandably,  quite a few companies were  interested in acquiring  Everlast,
but I felt most comfortable  handing the reins over to George.  His closeness to
the company and his  understanding  of our brand  dynamics and vision were chief
considerations  in our decision to consummate this deal. As a licensor,  we have
watched  George  build  Active  Apparel  into a dynamic  and  highly  successful
company. We are confident that under George's care and management, Everlast will
continue to thrive and increase in popularity."

         Upon completion of the acquisition, Mr. Horowitz will serve as Chairman
and Chief Executive Officer of the combined entity.  Mr. Nadorf will remain with
the company and serve as President of the Everlast Sporting Goods Division.

         Following the close of the acquisition, Active Apparel will introduce a
new strategy aimed at realizing the  synergistic  benefits of the two companies.
Active Apparel will primarily endeavor to increase the number,  scope and global
presence of its licensing arrangements. While opening new international markets,
the company will seek licensing  arrangements  for the introduction of new, high
quality products  utilizing the Everlast name.  Active Apparel will also look to
leverage  Everlast's  production  capabilities  to introduce  new  equipment and
accessories.  In  addition,  the  acquisition  will  transfer  ownership  of the
http://www.everlast.com  domain to Active  Apparel,  the prominence of which the
company will leverage to expand its primary e-commerce marketing initiatives.


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About Active Apparel Group, Inc.

         Headquartered  in New  York  City,  Active  Apparel  Group,  Inc.  is a
designer, marketer and supplier of women's and men's activewear, sportswear, and
swimwear.  The Company sells its product  collections  under the Everlast  brand
name in  addition  to other  exclusive  licensing  arrangements.  The  Company's
products are manufactured by third party independent  manufacturing  contractors
and are sold to over 20,000 retail  locations  throughout  the United States and
Canada,  including a variety of department  stores,  specialty  stores,  catalog
operations and better mass merchandisers. Active Apparel's Web site can be found
at http://www.everlastusa.com.

About Everlast

         Founded in 1910,  Everlast  World's  Boxing  Headquarters  Corp. is the
preeminent brand in the world of boxing and is among the most dominant brands in
the  overall  sporting  goods and  apparel  industries.  Over the past 90 years,
Everlast  products have become the "Choice of  Champions(TM)",  having been used
for training and professional  fights by many of the biggest names in the sport.
Everlast  is  the  market  leader  in  nearly  all of  its  product  categories,
responsible for leading eight of the top ten boxing equipment products in sales.
In addition to producing and marketing the equipment and  accessories,  Everlast
licenses its brand to providers of men's and women's sportswear and active wear,
children's  wear,  footwear,  watches,  cardiovascular  exercise  equipment  and
gym/duffel bags. At the retail level, Everlast's licensed products generate over
$200 million in revenues.

         This release contains forward-looking statements that involve risks and
uncertainties.  The Company's actual results could differ  materially from those
anticipated  in these  forward-looking  statements.  Factors that may cause such
differences  include,  but are not limited to, the Company's  expansion into new
markets,  competition,  technological  advances and  availability  of managerial
personnel.



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