SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 1, 2001
DANIEL GREEN COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
005-36674 150323010
(Commission File Number) (IRS Employer Identification No.)
450 North Main Street Old Town, Maine 04468
(Address of Principal Executive Offices) (Zip Code)
(207) 827-4431
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 1, 2001 the registrant agreed to sell 330,097 shares of its Common
Stock to the Daniel Green Retirement Savings Partnership Plan (the "Retirement
Plan") for $1.7 million as a first installment on a sale of shares to the
Retirement Plan of up to $2.4 million as determined by the Retirement Committe
of the Retirement Plan. The Retirement Plan received the funds from the surplus
on termination of the pension plan of Penobscot Shoe Company, a wholly owned
subsidiary of registrant. The $5.15 per share purchase price was determined to
be fair to the Retirement Plan and its participants in a fairness opinion
delivered to the Retirement Plan by an independent firm.
A portion of the proceeds was used to repay a portion of the registrant's
term loan with its bank and the balance was used for working capital purposes.
As part of the transaction, the bank increased the registrant's working capital
line by $2 million.
Following the sale of 330,097 shares to the Retirement Plan, the registrant
had 1,901,413 shares of Common Stock issued and outstanding of which the 391,209
shares held by the Retirement Plan represent 20.6%.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
10. Stock Purchase Agreement dated as of June 1, 2001.
99. Press Release dated June 27, 2001.
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 hereunto duly authorized.
DANIEL GREEN COMPANY
Date: June 27, 2001 By /s/ James R. Riedman
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James R. Riedman
Chairman and CEO