L.A. GEAR ANNOUNCES ADDITIONAL DIRECTORS APPOINTED BY ITS STOCKHOLDER TREFOIL CAPITAL INVESTORS, L.P.
L.A. GEAR ANNOUNCES ADDITIONAL DIRECTORS APPOINTED BY ITS STOCKHOLDER TREFOIL CAPITAL INVESTORS, L.P. LOS ANGELES, Sept. 2 /PRNewswire/ -- L.A. Gear (NYSE: LA) announced today that Trefoil Capital Investors, L.P., the holder of all of the issued and outstanding shares of the Company's Series A Preferred Stock, has partially exercised its right to appoint additional directors of L.A. Gear by electing Clifford A. Miller, 64, and V. A. (Ravi) Ravindran, 44, to the Company's Board of Directors. On August 31, 1992, the date on which an amount equal to three full quarterly dividends with respect to the Series A Preferred Stock became in arrears, the authorized number of directors of the Company increased, pursuant to the Company's bylaws, by four directors (from nine to thirteen). The Company was not permitted to pay the required dividend on its Series A Preferred Stock on August 31, 1992 due to the limitations contained in the Company's Bank Credit Agreement. Under the terms of the Series A Preferred Stock, Trefoil is entitled to elect the four additional directors and, thus, has the exclusive right to elect a majority of the Company's Board of Directors. Trefoil's right to elect such additional directors continues until such time as all dividends accumulated on the Series A Preferred Stock are paid in full. The addition of Messrs. Miller and Ravindran to the Board of Directors of L.A. Gear, Inc. increases the number of directors presently serving on the Board to eleven. Trefoil has advised the Company that it is reserving its right to fill the remaining two vacancies. The Company also announced that its failure to pay the Series A Preferred Stock dividends has resulted in the termination, effective August 31, 1992, of the standstill provisions contained in the 1991 Stock Purchase Agreement between the Company and Trefoil, including the limitations on Trefoil's right to acquire additional shares of common stock of the Company. Mr. Miller is Chairman of The Clifford Group, Incorporated, a business consulting organization. Mr. Miller is also a senior consultant to Shamrock Holdings, Inc., an investment company for the Roy E. Disney family which is engaged primarily in radio and television broadcasting, entertainment software retailing, real estate development and the making of investments. Trefoil was organized by the senior executives of Shamrock Holdings. Mr. Miller retired at the end of 1991 as an Executive Vice President and a Director of Great Western Financial Corporation and Great Western Bank. Prior to joining Great Western, Mr. Miller was Chairman and Chief Executive Officer of Braun and Company, a business consulting organization based in Los Angeles. Mr. Miller is Chairman of the Board of Trustees of Harvey Mudd College; Chairman of the Los Angeles Master Chorale; and a member of the Chairman's Council of the Music Center Unified Fund Campaign. Mr. Ravindran is currently the Chief Executive Officer of Paracor Company, Inc., an asset management company, and the Managing Director and President of Elders Finance Inc., a finance company. Elders and Paracor are indirect wholly-owned subsidiaries of Fosters Brewing Group Ltd. of Australia. An affiliate of Elders Finance is a limited partner in Trefoil. Mr. Ravindran also serves as a director for a number of private companies, including Northwest Airlines and Sound Warehouse. L.A. Gear, Inc. is a leading designer, developer and marketer of a broad range of quality athletic and casual/lifestyle footwear. -0- 9/2/92 /CONTACT: Michael Sitrick or David McAdam of Sitrick & Co., 310-788-2850, for L.A. Gear/ (LA) CO: L.A. Gear ST: California IN: TEX SU: PER
LS -- LA010 -- 5772 09/02/92 09:04 EDT
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|Date:||Sep 2, 1992|
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