-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DAHRDGGH/KZEHZeLwuso8UlyiSCLfJm+Df4DnE8Vfhk7QAl1N2XlM3rZSPChs/Zx tU0cRdUExiwT+Rzh/gEq+w== 0000897101-96-000191.txt : 19960503 0000897101-96-000191.hdr.sgml : 19960503 ACCESSION NUMBER: 0000897101-96-000191 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960106 FILED AS OF DATE: 19960502 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNSINGWEAR INC CENTRAL INDEX KEY: 0000069067 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 410429620 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00063 FILM NUMBER: 96555659 BUSINESS ADDRESS: STREET 1: 8000 W 78TH ST STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129435000 MAIL ADDRESS: STREET 1: 8000 W 78TH ST STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 10-K/A 1 FORM 10-K/A FOR MUNSINGWEAR, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 -------------------- FOR THE FISCAL YEAR ENDED JANUARY 6, 1996 COMMISSION FILE NUMBER 1-63 MUNSINGWEAR, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 41-0429620 (State of Incorporation) (I.R.S. Employer Identification No.) 8000 W. 78TH STREET, SUITE 400, MINNEAPOLIS, MINNESOTA 55439 (Address of principal executive office) (Zip Code) REGISTRANT'S TELEPHONE NUMBER: (612) 943-5000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange Title of each class on which registered Common Stock, $.01 par value New York Stock Exchange Preferred share purchase rights New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES _X_ NO ___ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES _X_ NO ___ The aggregate market value of the voting stock held by nonaffiliates of the Registrant at April 15, 1996 was $9,264,794 based upon the closing price of $7.00 per share on that date. The number of share of common stock outstanding at April 15, 1996 was 2,058,078. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___ -------------------- This Form 10-K/A consists of ____ pages. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT A. IDENTIFICATION OF DIRECTORS. The names and ages of the directors and their principal occupations are set forth below, based upon information furnished to the Company by such persons. Unless otherwise indicated, each of the directors has held their respective identified positions for more than the past five years.
Director Name and Age Principal Occupation and Other Directorships Since C.D. Anderson Chairman of Anderson Capital Management, Inc. 1991 (54) (investment management firm); Director/Trustee of G.T. Global Mutual Funds; Chairman and CEO, Plantagenet Holdings, Ltd.; Director of various private companies. Keith A. Benson President of Music Stores Division of Musicland 1993 (52) Stores Corporation (retail stores); Director of Musicland Stores Corporation. Lowell M. Fisher, Jr. President and Chief Executive Officer of the 1990 (63) Company, October, 1993 to present; President of Chairman and CEO, Inc. (management consulting firm), April 1990 to October 1993; Chairman and Chief Executive Officer of 10,000 Holdings, Inc. (retail auto parts stores), January 1989 to April 1990; Senior Vice President of the Company, October 1987 to January 1989. Thomas D. Gleason Chairman of the Company's Board of Directors; Vice 1995 (60) Chairman of Wolverine World Wide, Inc. (footwear manufacturing and marketing), 1993 through April 17, 1996; Chief Executive Officer of Wolverine World Wide, Inc. from 1972 to 1993; Director of Huffy Corp. and Foremost Corp. of America. Gerald E. Magnuson Of Counsel to Lindquist & Vennum PLLP (law firm); 1982 (65) Partner of Lindquist & Vennum PLLP to December 1994; Director of Research, Incorporated, Sheldahl, Inc. and Washington Scientific Industries, Inc. Kevin S. Moore Vice President and Chief Financial Officer of The 1996 (41) Clark Estates, Inc. (investment management firm); Director of Hitox Corporation of America and Ducommun, Incorporated. William J. Morgan President and director of Pacholder Associates, 1996 (41) Inc. (registered investment advisor), 1984 to present; Director of ICO, Inc., USF&G Pacholder Fund, Inc., Duckwall Alco Stores, Inc. and Kaiser Resources, Inc. Michael A. Raskin Private Investor and Business Adviser; Chairman of 1991 (71) ACA Joe International (apparel manufacturer), 1983 to 1986; Chairman of Inmar Corporation (marketing and distribution company), 1981 to 1983; President of Joseph Magnin (apparel retailer), 1978 to 1980; Director of various private companies. Mark B. Vittert Private Investor; Director of Lee Enterprises, Inc. 1994 (48) and Dave & Busters, Inc.
Prior to March 1, 1996, non-employee members of the Board of Directors were paid an annual fee of $12,000 plus $750 for each meeting of the Board and $500 for each committee meeting attended. Effective March 1, 1996, the Board of Directors reduced the compensation to a $10,000 annual fee plus $750 for each regular meeting of the Board, $500 for each committee meeting held more than 24 hours before or after a regular Board meeting, $150 for each committee meeting held within 24 hours of a Board meeting and $150 for each telephonic meeting. Mr. Gleason receives a fee of $41,667 per annum for serving as Chairman and was granted options to purchase 5,000 shares upon election to the Board and 10,000 shares upon appointment as Chairman, all at an exercise price of $7.50 per share and on terms substantially equivalent to the director options described below. Under the 1991 Stock Plan, which was merged with the 1992 Director Stock Option Plan by the stockholders on May 19, 1994, all non-employee directors of the Company who are elected or re-elected as a director at an annual or special meeting of the stockholders or are serving an unexpired term as a director on the date of an annual meeting at which any other director is elected automatically receive five-year non-qualified stock options to purchase 5,000 shares of the Company's Common Stock with the exercise price equal to the fair market value of the Company's Common Stock on such date. Based upon its review of Forms, 3, 4 and 5 and any amendments thereto furnished to the Company pursuant to Section 16 of the Securities Exchange Act of 1934, the Company believes all of such forms were filed on a timely basis by the reporting persons, except that David E. Berg, Executive Vice President, Sales & Marketing of the Company, filed a late Form 3. B. EXECUTIVE OFFICERS IS INCLUDED IN PART I OF THIS REPORT ITEM 11. EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following table shows, for fiscal years 1995, 1994 and 1993, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to Lowell M. Fisher, Jr., the Company's Chief Executive Officer, and to each of the other executive officers of the Company who received more than $100,000 during the last fiscal year. SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term --------------------------------------- Compensation Other Awards Annual Options All Other Principal Position Year Salary($) Bonus($) Compensation(1) (#) Compensation($)(2) - ------------------ ---- --------- -------- --------------- --- ------------------ Lowell M. Fisher, Jr. 1995 175,000 -- 3,039 35,000 3,703 Chief Executive Officer 1994 178,798 -- -- -- 644 1993 46,450 -- -- 100,000(3) 64,148 David E. Berg 1995 149,442 -- -- 5,000 3,572 Executive Vice President 1994 -- -- -- -- -- of Sales and Marketing 1993 -- -- -- -- -- Richard Brokl(4) 1995 141,912 -- 21 25,000 1,436 Executive Vice President- 1994 -- -- -- -- -- Operations and Chief 1993 -- -- -- -- -- Financial Officer James S. Bury 1995 116,000 -- -- 3,000 4,882 Vice President and 1994 116,000 -- -- -- 2,070 Controller 1993 116,000 4,350 -- -- 1,843 Robert L. Horwitz(4) 1995 175,000 -- -- -- 3,316 Executive Vice President- 1994 132,000 -- -- 17,500 115,797 Merchandising 1993 -- -- -- -- --
(1) Reflects amounts reimbursed during fiscal 1995 for the payment of taxes. (2) Includes Company contributions to the Company's retirement plan, as well as premiums paid for term life insurance. For fiscal 1995, the Company's contributions to the retirement plan for Messrs. Fisher, Berg, Bury and Horwitz totaled $3,001, $2,939, $2,499 and $2,143, respectively, and the balance for all named executives reflects term life insurance premiums. The amount indicated for Mr. Fisher in 1993 reflects fees paid to a company controlled by Mr. Fisher for consulting services to the Company which were performed by Mr. Fisher during the period from July 21, 1993 through October 21, 1993. Fees paid Mr. Fisher prior to October 22, 1993 for services as a Non-Employee Director are excluded from all years. (3) Excludes options to purchase 2,000 shares granted in each of fiscal 1993 and 1992 pursuant to the 1992 Directors Stock Option Plan while Mr. Fisher was a Non-Employee Director. (4) The employment of Messrs. Brokl and Horwitz was terminated as of September 26, 1995 and March 22, 1996, respectively. In connection with the employment of Mr. Horwitz in 1994, the Company loaned Mr. Horwitz $89,000 for the purchase of a home in the Twin Cities, and Mr. Horwitz issued two promissory notes to the Company. One of the notes, in the principal amount of $50,000, is due and payable on or before August 15, 1997 and bears no interest. The other promissory note, in the amount of $39,000, bears interest at the rate of 9% per annum, and is due and payable through deductions from Mr. Horwitz's incentive compensation over a five-year period, commencing on August 15, 1994. These loans remain outstanding as of the date of this Report. EMPLOYMENT AGREEMENTS The Company entered into an Employment Agreement with Mr. Fisher effective as of May 1, 1995, which was amended effective as of January 30, 1996. The agreement is for an indefinite term and may be terminated by either party upon at least 60 days' written notice. If the agreement is terminated by either party for any reason other than voluntary resignation, death, retirement, disability or cause (as such terms are defined in the agreement), Mr. Fisher is entitled to receive an amount equal to one and one-half (1 1/2) times his annual base salary in eighteen equal monthly payments, as well as continuation of health and life insurance benefits for that period. Mr. Fisher is subject to a non-compete provision for the duration of his employment and during the period of payment of the above-described amounts. Further, in the event of a voluntary resignation by Mr. Fisher, his outstanding stock options may be exercised, to the extent vested, for a period of thirty days after termination. If his employment is terminated for any other reason, his outstanding stock options will automatically become exercisable in full and the options may be exercised for a period of six months after termination. The Company entered into an employment agreement with Mr. Bury effective April 24, 1990. This agreement is for an indefinite term and may be terminated by either party upon 30 days' prior written notice. The agreement provides, among other things, for a lump sum cash severance payment to Mr. Bury in the event of a voluntary or involuntary termination of employment in connection with a change in control of the Company, as defined in the agreements, in an amount equal to the number of months remaining in the two-year period commencing on the first Event (as defined therein) in connection with the change in control, multiplied by one calendar month's base salary, at the highest monthly base salary rate paid at any time during the term of the agreement. The agreement also specifies minimum base salaries to be paid during the term of the agreement. If an Event had occurred at the end of fiscal 1995, Mr. Bury would have received $232,000 pursuant to his employment agreement. STOCK OPTIONS The following table contains information concerning individual grants of stock options under the 1991 Stock Plan to each of the named individuals during the last fiscal year. OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants ---------------------------------------------------------- Percent of Total Options Market Options Granted to Price Potential Realizable Value at Granted Employees in Exercise on Grant Expiration Assumed Annual Rates of Stock Price Name (#) Fiscal Year (%) Price ($) Date ($) Date Appreciation for Option Term($) ---- -------- --------------- --------- -------- ---- ----------------------------------- 5% 10% ------ -------- Lowell M. Fisher, Jr. 35,000(1) 35.2% $7.875 $7.875 01/26/00 76,150 168,272 David E. Berg 5,000(1) 5.0% 7.875 7.875 01/26/00 10,879 24,039 Richard Brokl 25,000(1)(2) 25.1% 7.875 7.875 01/06/96 -- -- James S. Bury 3,000(1) 3.0% 7.875 7.875 01/26/00 6,527 14,423 Robert L. Horwitz -- -- -- -- -- -- --
- ------------------------------ (1) Becomes exercisable as to twenty percent (20%) of the shares on January 27, 1995 and each anniversary thereafter. (2) These options were cancelled as of October 6, 1995. The following table contains information concerning the value of options previously granted under the 1991 Stock Plan which were held by the named individuals at the end of the last fiscal year. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES Number of Unexercised Value of Unexercised Options at FY-End(#) In-the-Money Options at FY-End($) Name Exercisable/Unexercisable Exercisable/Unexercisable Lowell M. Fisher, Jr. 86,000/53,000 $84,375/$28,125(1) David E. Berg 9,610/4,000 $ 6,458/$ -0-(2) Richard Brokl -- -- James S. Bury 9,210/2,400 $ 6,458/$ -0-(3) Robert L. Horwitz 3,500/14,000(4) $ 7,438/$29,750 - -------------------------- (1) Reflects the value of only 75,000 of the 139,000 options. The remaining options have an exercise price higher than the fair market value of the Common Stock at fiscal year-end. (2) Reflects the value of only 8,610 of these 13,610 options. The remaining options have an exercise price higher than the fair market value of the Common Stock at fiscal year-end. (3) Reflects the value of only 8,610 of these 11,610 options. The remaining options have an exercise price higher than the fair market value of the Common Stock at fiscal year-end. (4) In connection with the termination of employment of Mr. Horwitz after the end of the fiscal year, all outstanding options became fully exercisable as of March 22, 1996. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Mr. Magnuson, a director and member of the Compensation Committee, is currently Of Counsel to the law firm of Lindquist & Vennum PLLP which was paid for legal services rendered to the Company during the last fiscal year. It is anticipated that Lindquist & Vennum PLLP will continue to perform legal services for the Company during the current fiscal year. During the last fiscal year, the Company paid $23,000 to a company owned by Mr. Raskin, a director and member of the Compensation Committee, for consulting services. It is anticipated that the Company will continue to use the consulting services of Mr. Raskin's firm during the current fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 15, 1996 (unless otherwise specified), the beneficial ownership of Common Stock of the Company by each stockholder who is known by the Company to own beneficially 5% or more of the outstanding Common Stock of the Company, each director, each Named Executive and by all directors and executive officers as a group. Holders of 5% or more of the total fair market value of all outstanding Common Stock are subject to certain restrictions on transfer under the Company's Certificate of Incorporation. Except as otherwise indicated, the stockholders listed in the table have full voting and investment powers with respect to the shares indicated. Number of Shares Percent of Beneficially Owned Outstanding Shares Pacholder Associates, Inc............. 250,000(1) 12.1% 8044 Montgomery Road Suite 382 Cincinnati, OH 45236 The Clark Estates, Inc................ 196,284(3) 9.5% 30 Wall Street New York, NY 10005 Arnold M. Amster...................... 187,000(4) 9.1% 767 Fifth Avenue New York, NY 10153 C. Derek Anderson..................... 179,032(2)(6) 8.6% 220 Sansome Street, Suite 400 San Francisco, CA 94104 Francisco A. Lorenzo.................. 114,700(5) 5.6% 333 Clay Street Suite 4040 Houston, TX 77002 Keith A. Benson....................... 11,000(6) * Lowell M. Fisher...................... 97,800(6) 4.5% Thomas D. Gleason..................... 16,000(6) * Gerald E. Magnuson.................... 14,800(6) * Kevin S. Moore........................ 196,284(3) 9.5% William J. Morgan..................... 250,000(1) 12.1% Michael A. Raskin..................... 16,500(6) * Mark B. Vittert....................... 88,100(6) 4.3% David E. Berg......................... 19,220(6) * Richard T. Brokl...................... 1,200(6) * James S. Bury......................... 18,920(6) * Robert L. Horwitz..................... 16,100(6) * All Directors and Executive Officers as a Group (13 persons)............. 924,956(6) 41.1% - --------------------------- * Less than 1% (1) Pacholder Associates, Inc. ("PAI") is a registered investment advisor. Pursuant to a contract dated April 13, 1994 between PAI and the Pension Benefit Guaranty Corporation ("PBGC"), a wholly owned United States Government Corporation, PAI has full and complete discretion for the 250,000 shares owned by the PBGC, as well as voting of the shares. Accordingly, PAI may be deemed to be the beneficial owner of such shares. Mr. Morgan is the President, a director and shareholder of PAI. (2) Based on a Schedule 13G filed with the Securities and Exchange Commission. Mr. Anderson shares voting and dispositive power with respect to 146,732 shares acquired by Anderson Capital Management, Inc. ("ACM") as agent for its investment advisory clients and, accordingly, Mr. Anderson may be deemed to be the beneficial owner of such shares. Mr. Anderson disclaims beneficial ownership of those 146,732 shares and 4,500 of the shares represented as beneficially owned by him which are owned by his wife. (3) Based on a Schedule 13D filed with the Securities and Exchange Commission. The Clark Estates, Inc. provides administrative assistance to a number of Clark family accounts which beneficially own an aggregate 196,284 shares of the Company's Common Stock, including The Clark Foundation, which owns 95,390 shares. The Clark Estates, Inc. has, or in certain instances shares, voting power and/or dispositive power with respect to such shares. The Clark Estates, Inc. has no remainder or other economic interest in such trust or fiduciary accounts. Mr. Moore is Vice President and Chief Financial Officer of The Clark Estates, Inc. (4) Based on a Schedule 13D filed with the Company and the Securities Exchange Commission, which indicates that Mr. Amster has or shares voting and dispositive power with respect to these shares. Accordingly, Mr. Amster may be deemed to be the beneficial owner of such shares. (5) Based on a Schedule 13D filed with the Securities and Exchange Commission. Francisco A. Lorenzo shares voting and dispositive power with respect to the shares of Common Stock owned by two private investment companies and four trusts for the benefit of family members of Mr. Lorenzo. Accordingly, Mr. Lorenzo may be deemed to be the beneficial owner of all of the 114,700 shares reported on the Schedule 13D. (6) Includes 14,000 shares each for Messrs. Anderson, Magnuson and Raskin, 10,000 shares for each of Messrs. Benson and Vittert, 93,000 shares for Mr. Fisher, 15,000 shares for Mr. Gleason, 10,610 shares for Mr. Berg, 9,810 shares for Mr. Bury, and 190,420 shares for all directors and executive officers as a group which may be acquired within sixty days of the date hereof upon the exercise of outstanding stock options. Mr. Brokl disclaims beneficial ownership of 200 of the shares represented as beneficially owned by him which are owned by his wife. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required under this caption is included in Item 11 of this Form 10-K/A. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized. MUNSINGWEAR, INC. Date: May 1, 1996 By: /s/ Lowell M. Fisher --------------------- Lowell M. Fisher President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----