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): October 1, 2004
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-26006 95-4181026
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
(323) 780-8250
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 1, 2004, we amended and restated the existing Revolving
Credit, Factoring and Security Agreement, dated as of January 21, 2000, by and
among us, our subsidiaries, Tag Mex, Inc., Fashion Resource (TCL), Inc. and
United Apparel Ventures, LLC, and GMAC Commercial Finance LLC ("GMAC CF"), as
amended. The amended and restated agreement (the "Factoring Agreement") adds as
parties our subsidiaries Private Brands, Inc. and No! Jeans, Inc. In addition,
in connection with the Factoring Agreement, our indirect majority-owned
subsidiary, PBG7, LLC ("PBG7"), entered into a separate Factoring Agreement with
GMAC CF (the "PBG7 Factoring Agreement").
Pursuant to the terms of the Factoring Agreement, we and our
subsidiaries party thereto (together the "Tarrant Parties") agreed to assign and
sell to GMAC CF, as factor, all accounts which arise from the Tarrant Parties'
sale of merchandise or rendition of services created on a going-forward basis.
At Tarrant's request, GMAC CF, in its discretion, may make advances to the
Tarrant Parties up to the lesser of (a) up to ninety percent (90%) of our
accounts on which GMAC CF has the risk of loss, and (b) Forty Million
($40,000,000) Dollars, MINUS in each case, any amounts owed to GMAC CF by any
Tarrant Party.
Pursuant to the terms of the PBG7 Factoring Agreement, PBG7 agreed to
assign and sell to GMAC CF, as factor, all accounts which arise from PBG7's sale
of merchandise or rendition of services created on a going-forward basis. At
PBG7's request, GMAC CF, in its discretion, may make advances to PBG7 up to the
lesser of (a) up to ninety percent (90%) of PBG7's accounts on which GMAC CF has
the risk of loss, and (b) Five Million ($5,000,000) Dollars, MINUS in each case,
any amounts owed to GMAC CF by PBG7.
Under both Factoring Agreements, any amounts which GMAC CF advances in
excess of the purchase price of the relevant accounts are considered to be loans
and are chargeable to the Tarrant Parties' or PBG7's account when paid. Each of
the Tarrant Parties and PBG7 only become obligated to GMAC CF for a direct
financial obligation in the event that GMAC CF makes an advance in excess of the
purchase price of the relevant accounts, and any such obligations are payable on
demand.
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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.
TARRANT APPAREL GROUP
Date: October 7, 2004 By: /S/ BARRY AVED
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Barry Aved, Chief Executive Officer
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