<PAGE> 1
OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
______________
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
______________
Dear Shareholder:
The Annual Meeting of Shareholders of Oak Hill Sportswear Corporation will
be held at the Bank of America, 335 Madison Avenue, New York, New York, on
Wednesday, June 21, 1995, at 10:30 A.M., to:
(1) elect a Board of four directors;
(2) approve a Non-Qualified Stock Option Plan for the Company; and
(3) act upon such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on May 12, 1995 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting.
Joseph Greenberger,
Secretary
May 16, 1995
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting,
please sign and return the accompanying proxy card.
<PAGE> 2
PRELIMINARY PROXY STATEMENT -
FOR SEC REVIEW ONLY
OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
______________
PROXY STATEMENT
FOR
1995 ANNUAL MEETING OF SHAREHOLDERS
______________
Introduction
Proxies in the form enclosed are solicited by the management of Oak Hill
Sportswear Corporation (the "Company") for use at the 1995 Annual Meeting (the
"Meeting") of Shareholders scheduled to be held on Wednesday, June 21, 1995. All
properly executed proxies received prior to or at the meeting will be voted. If
a proxy specifies how it is to be voted, it will be so voted. If no
specification is made, it will be voted FOR the election of management's four
nominees as directors (see "Election of Directors"), to approve a Non-Qualified
Stock Option Plan for the Company (see "Approval of Non-Qualified Stock Option
Plan") and, if other matters properly come before the meeting, in the discretion
of either of the persons named in the proxy.
Shares Entitled to Vote
Holders of record of Common Stock at the close of business on May 12, 1995
(the "Record Date") are entitled to notice of and to vote at the meeting. On
that date, there were 2,057,576 shares of Common Stock, $.02 par value,
outstanding, each entitled to one vote. The Notice of Meeting, this Proxy
Statement, the accompanying proxy card and the Annual Report of the Company for
its fiscal year ended December 31, 1994 are being mailed on or about May 16,
1995 to all holders of record of Common Stock on the Record Date.
Proxies and Revocation of Proxies
Execution and delivery of a proxy card will not affect a shareholder's
right to attend the Annual Meeting and vote in person. A shareholder in whose
name shares are registered as of the Record Date and who has given a proxy may
revoke it at any time before it is voted by executing and delivering a written
revocation to the Secretary of the Company, by presentation of a later dated
proxy or by attending the Meeting and voting by ballot (which has the effect of
revoking the prior proxy). Attendance at the Annual Meeting, however, will not
in and of itself revoke a proxy.
<PAGE> 3
A shareholder who is a beneficial owner, but not a registered owner, as of
the Record Date, cannot vote his or her shares except by the shareholder's
broker, bank or nominee in whose name the shares are registered executing and
delivering a proxy on his or her behalf or the shareholder attending the Meeting
with a proxy or other authorization to vote from the registered owner and
voting.
No compensation will be paid by the Company to any person in connection
with the solicitation of proxies. Brokers, banks, and other nominees will be
reimbursed for out-of-pocket and other reasonable clerical expenses incurred in
obtaining instructions from beneficial owners of the Company's stock. In
addition to the solicitation by mail, solicitation of proxies may, in certain
instances, be made personally or by telephone by directors, officers and a few
regular employees of the Company. It is expected that the expense of such
special solicitation will be nominal. All expenses incurred in connection with
this solicitation will be borne by the Company.
PRINCIPAL HOLDERS OF COMMON STOCK
The following are believed by the Company to be the beneficial owners of
more than 5% of the outstanding Common Stock, as of April 13, 1995:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares Outstanding
- ----------------- ---------- -----------
<S> <C> <C>
Arthur L. Asch 336,951(1) 16.4%
1411 Broadway
New York, New York 10018
Alphi Investment Management Company 186,100(2) 9.0%
155 Pfingston Road - Suite 360
Deerfield, IL 60015
Kennedy Capital Management 141,000(2) 6.9%
425 N. New Ballas Road - Suite 181
St. Louis, MO 63141
</TABLE>
(1) Includes 25,000 shares held by his wife. Mr. Asch has disclaimed a
beneficial ownership of these shares. Excludes options to purchase 40,000
shares which become exercisable in four equal cumulative annual
installments to commence October 11, 1995.
(2) As reported in the most recent Schedule 13D or 13G received by the Company.
-2-
<PAGE> 4
ITEM 1 -- ELECTION OF DIRECTORS
Certain Information Regarding Management's Nominees
Four directors are to be elected at the 1995 Annual Meeting of Shareholders
to hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Messrs. Asch, Greenberger, Kotler and
Thomas, who are presently directors, are nominees for election as directors.
Nominees receiving a plurality of the votes cast at the Meeting will be elected.
The present directors' term of office expires at the conclusion of the 1995
Annual Meeting of Shareholders. Management has no reason to believe that any
nominee will be unable to serve. If any should not be available, either person
named in the proxy may vote for a substitute nominee designated by the
Nominating Committee of the Board of Directors.
The following table gives certain information as of April 13, 1995
concerning the present directors, management's nominees for election as
directors, and the ownership of the Company's common stock by all officers,
directors and nominees as a group.
<TABLE>
<CAPTION>
Biographical Director Number Percent of
Name Age Information Since of Shares Outstanding
- ---- --- ------------ -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Arthur L. Asch 53 Chairman of the 1979 336,951(1) 16.4%
Board of Directors
and Chief Executive
Officer of the
Company, and member
of the Executive
Committee.
Joseph Greenberger 59 Secretary of the 1979 -- --
Company and member
of Stock Option
Committee. Partner
of Greenberger &
Forman, a New York
law firm.(2)
Steven Kotler 48 President since 1979 25,675(3) 1.2%
March 1987, and
Managing Director,
since 1986, of
Wertheim Schroder
& Co. Incorporated
(investment bankers)
and, prior thereto,
general partner of
Wertheim & Co., its
predecessor. Chairman
of the Company's Executive
Committee and member of
Audit, Nominating
and Stock Option Committees.
Director of Del Labora-
tories, Inc. (cosmetics
and drugs); Moore Medical
Corp. (wholesale drugs);
Member of Board of Governors
of the American Stock Exchange.
</TABLE>
-3-
<PAGE> 5
<TABLE>
<CAPTION>
Biographical Director Number Percent of
Name Age Information Since of Shares Outstanding
- ---- --- ------------ -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Bruce Slovin 59 President and Director 1979 -- --
of MacAndrews & Forbes
Holdings Inc. and Revlon
Group Incorporated
(industrial holding
companies). Director
of Revlon, Inc. (beauty
and personal care), Andrews
Group, Incorporated
(publishing and
entertainment), Continental
Health Affiliates, Inc.
(nursing home ownership and
management), Cantel Industries,
Inc. (distributor of
furniture and medical
equipment); Infu-tech, Inc.
(home health care); and The
Coleman Company, Inc.
(outdoor recreation manufacturer.)
Peter C. Sutro 64 Retired. From 1987 1979 -- --
to 1991 President of
M.P.I. Satellite
(Italia) S.p.A.
(marketing and
importing of satellite
television reception
equipment to Europe).
Director of Moore
Medical Corp.
Wilmer J. Thomas, Jr. 68 Private investor and 1979 2,000 *
financial consultant.
Member of the
Company's Executive,
Audit, Nominating
and Stock Option
Committees. Director
and Vice Chairman
of Great Dane
Holdings, Inc. (truck
trailers and automotive
stamping components)
and its Treasurer from
1989 to 1994. Director
of Moore Medical Corp.
All directors and
executive officers
as a group (8 persons)(4) 382,626 18.6
</TABLE>
(1) See Note 1 to "Principal Holders of Common Stock."
(2) Mr. Greenberger's law firm earned approximately $36,000 in fees from the
Company for services rendered in 1994.
(3) All such shares are held by the Kotler Family Foundation, Inc., of which
Mr. Kotler is Trustee. Mr. Kotler has disclaimed beneficial interest of
these shares.
(4) The Company maintains directors and officers liability insurance with Cigna
Insurance Co., pursuant to a policy effective from September 22, 1994
through September 22, 1995 at an annual premium of $29,225.
* Less than 1%.
-4-
<PAGE> 6
Meetings of Board and Committees
The Board of Directors had seven formal meetings during 1994. Other than
Mr. Slovin (who was not present at two such meetings), all directors attended at
least 75% of the Board of Directors meetings in 1994. The Board has an Executive
Committee, an Audit Committee, a Nominating Committee and a Stock Option
Committee. The Executive Committee has all the authority which, under the New
York Business Corporation Law, may be delegated to such a Committee; it has been
specifically delegated the functions of a compensation committee. The Executive
Committee had several informal meetings during 1994. The Audit Committee
recommends the firm of independent public accountants to be engaged as the
Company's auditors and participates in such accounting reviews as it deems
appropriate. It had one meeting during 1994. The Nominating Committee recommends
to the Board the slate of management nominees for election as directors and also
recommends officers and other Company officials; it will consider nominations by
shareholders made in writing to the Chairman of the Board. The Nominating
Committee had two meetings during 1994. The Stock Option Committee is authorized
to award options under the Company's stock option plans. It had one meeting
during 1994. Directors who are not officers were each paid $10,000 in 1994. Mr.
Kotler, as Chairman of the Executive Committee, was paid an additional $10,000
in 1994 and Mr. Thomas was paid an additional $10,000 in 1994 under a consulting
arrangement with the Company pursuant to which Mr. Thomas consults with senior
officers regarding financial and transaction matters.
Executive Officers
The Company currently has two executive officers other than its Chief
Executive Officer. Their ages, business experience over the last five years and
the number of shares of the Company's common stock owned by each of them are set
forth below:
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
- ---- --- ---------- --------- -----------
<S> <C> <C> <C> <C>
Michael A. Asch(1) 28 Vice President and Chief 18,000(2) .9%
Financial Officer of
the Company since March
1994. Vice President -
Operations of the Company's
Domestic Division from January
1993. Since February 1992,
President and principal of
Anniston Capital, Inc.
(investment banking). From
August 1989 to January 1992,
Associate - Investment Banking
of Robert Fleming Inc.
</TABLE>
-5-
<PAGE> 7
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
- ---- --- ---------- --------- -----------
<S> <C> <C> <C> <C>
Tedd D. Drattell 34 Treasurer of the Company since October 1994. -- --
From December 1993 to October 1994, Chief
Financial Officer of Leather's Best
(leather importing/exporting). From March
1983 to December 1993, Chief Financial Officer
and Controller of Sterling Imports Ltd., d/b/a
Jason Brooke Imports (wine/beverage importing
and distribution).
</TABLE>
________________
(1) Michael A. Asch is the son of Arthur L. Asch.
(2) Excludes options to purchase 34,000 shares which become exercisable in four
equal cumulative annual installments to commence October 11, 1995.
Executive Compensation
The following table summarizes all compensation paid by the Company during
its fiscal year ended December 31, 1994, and for the two prior fiscal years, to
its Chief Executive Officer and each of its most highly compensated executive
officers as of December 31, 1994, whose total compensation exceeded $100,000
during 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
--------------------------- ---------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Year Salary Bonus Other Restricted Number of LTIP All Other
Principal Annual Stock Options Payouts Comp.
Position Compensation Award(s) Granted (3)
(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur L. Asch
Chairman of the
Board (Chief
Executive
Officer) 1994 $500,000 -- -- -- 40,000 -- $ 8,400
1993 $500,000 -- -- -- -- -- $13,550
1992 $630,000 -- -- -- -- -- $13,131
Michael A. Asch 1994 $121,218 -- -- -- 34,000 -- $ 6,673
Vice President
(Chief Financial
Officer)(1)
</TABLE>
(1) Michael Asch became Chief Financial Officer in March 1994.
(2) No executive officer's perquisites equalled or exceeded the lesser of
$50,000 or 10% of his cash compensation.
(3) Represents amounts paid under the Company's defined contribution pension
and profit sharing plans.
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<PAGE> 8
Employment Agreements
Arthur Asch had an employment agreement with the Company which expired on
December 31, 1994. Pursuant to the agreement, Mr. Asch received an annual base
salary of $500,000 for 1993 and 1994, and was entitled to a bonus if the Company
achieved certain targeted pre-tax earnings. Mr. Asch is serving as Chief
Executive Officer without an employment agreement and, pending current
discussions regarding the terms of a new agreement, is currently receiving a
salary at the rate of $500,000 per year.
In December 1994, the Company entered into an employment agreement with
Michael Asch for a term from January 1, 1995 through December 31, 1996. Pursuant
to the agreement, Michael Asch is to receive an annual salary of $215,000 and
$230,000 for 1995 and 1996, respectively.
Deferred Compensation Plans
The Company has non-contributory defined contribution pension and profit
sharing plans covering certain employees (including executive officers) of the
Company. The Company has no defined benefit plans.
Stock Options
The Company has an Incentive Stock Option Plan ("ISO Plan") which
terminates on March 21, 1999, and is proposing for approval at the Meeting a
Non-Qualified Stock Option Plan ("NQO Plan") which the Board approved on October
11, 1994. On October 11, 1994, options to purchase an aggregate of 74,000 shares
under the Plans were granted to the two named executive officers of the Company
(see "Approval of Non-Qualified Stock Option Plan"). During 1994, no executive
officer of the Company exercised any options and no options previously granted
to any executive officer were repriced. The Company has no stock appreciation
rights ("SAR") plan and has issued no SARs.
Compensation Committee Interlocks and Insider Participation
The Board has no separate Compensation Committee. The Executive Committee,
which consists of Steven Kotler (Chairman), Wilmer J. Thomas, Jr., and Arthur L.
Asch (the Company's Chief Executive Officer), performs the role of a
Compensation Committee. Mr. Asch did not participate in the deliberations or
vote during 1993 by the Committee relating to his employment agreement which
expired on December 31, 1994.
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<PAGE> 9
Compensation Committee Report
The compensation paid to Arthur L. Asch for 1994 was fixed by the
provisions of his employment agreement, as amended on April 16, 1993. The terms
of the agreement, as amended, were determined by arms-length negotiations
between Mr. Asch and the members of the Executive Committee, and provided for
base salaries, and for bonuses if the Company's pre-tax earnings exceeded
certain levels. See "Employment Agreements," above.
It is the Committee's policy that the Company have an employment contract
with its chief executive officer for a fixed employment term. The 1993 amended
employment agreement, which expired December 31, 1994, reflected that policy.
The reduction in Mr. Asch's base salary from prior years contained in the
amended employment agreement reflected the Committee's consideration in 1993 of
the Company's prior performance. The Committee also considered the compensation
paid to chief executive officers of other companies in the women's apparel
industry. The Chairman of the Committee is currently in discussions with Mr.
Asch concerning the terms of a new employment agreement.
The Executive Committee relies on Mr. Asch to recommend the compensation
for other executive officers. In recommending the compensation for such other
officers, Mr. Asch considered the compensation paid to similarly situated
officers of other companies in the women's apparel industry and the executive's
performance.
Steven Kotler, Chairman
Wilmer J. Thomas, Jr.
Arthur L. Asch
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<PAGE> 10
Performance Graph
The following graph compares the cumulative return on $100 invested at the
close of trading on the last trading day of 1989 (assuming the reinvestment of
dividends) of Oak Hill Sportswear Corporation, the S&P 500 Index and a peer
group of companies. The peer group represents the Value Line Apparel Index,
excluding those companies with market capitalizations over $500 million, as of
December 31, 1994, and is comprised of: Farah Inc., Garan Inc., Hartmarx Corp.,
Kellwood Co., Oshkosh B'Gosh, Inc. Class A Shares, Oxford Industries, Inc.,
Phillips-Van Heusen and Tultex Corp. Those companies excluded as a result of the
market capitalization criteria were Fruit of the Loom, Liz Claiborne, Russell
Corp. and V. F. Corp. The peer group is weighted by market values of the
companies in the group at the beginning of each measurement period.
$160.00|------------------------------------------------------------------|
| |
| & & |
$140.00|------------------------------------------------------------------|
| & |
| & # |
$120.00|------------------------------------------------------------------|
| |
| # |
$100.00|---*&#------------------------------------------------------------|
| & # |
| # |
$80.00|------------------------------------------------------------------|
| |
| # * |
$60.00|------------------------------------------------------------------|
| * * |
| * |
$40.00|-------------------------------------*----------------------------|
| |
| |
$20.00|------------------------------------------------------------------|
| |
| |
$0.00|----|----------|---------|-----------|-----------|-----------|----|
1989 1990 1991 1992 1993 1994
Source: Value Line, Inc.
*=Oak Hill Sportswear Corp. &=S&P 500 #=Peer Group
===============================================================================
1989 1990 1991 1992 1993 1994
- -------------------------------------------------------------------------------
Oak Hill Sportswear Corp. $100.00 $ 49.06 $ 56.60 $ 41.51 $ 53.77 $ 66.04
- --------------------------------------------------------------------------------
S&P 500 $100.00 $ 96.83 $126.41 $136.25 $150.00 $151.97
- --------------------------------------------------------------------------------
Peer Group $100.00 $ 62.48 $ 94.17 $110.30 $131.57 $ 83.51
================================================================================
-9-
<PAGE> 11
ITEM 2 -- APPROVAL OF NON-QUALIFIED STOCK OPTION PLAN
At the Meeting, shareholders will be asked to approve a Non-Qualified Stock
Option Plan (the "NQO Plan") which was approved by the Board on October 11,
1994. The affirmative vote of a majority of the shares present in person or by
proxy at the Meeting at which a quorum is present is necessary to approve the
NQO Plan.
On October 11, 1994, the Stock Option Committee granted options under the
NQO Plan to the following:
<TABLE>
<CAPTION>
Name Shares Expiration Date Exercise Price
- ---- ------ --------------- --------------
<S> <C> <C> <C>
Arthur L. Asch 40,000 10/11/99 $4.25
(Chief Executive
Officer)
Michael Asch 34,000 10/11/99 $4.25
(Chief Financial
Officer)
Lynn Siemers Cross 50,000 10/11/99 $4.25
50,000 10/11/99 $3.625
All Executive
Officers
as a group
(2 persons) 74,000 10/11/99 $4.25
All Employees
as a group
(3 persons) 174,000 10/11/99 $3.625-$4.25
</TABLE>
The foregoing options under the NQO Plan were issued in tandem with options
under the Company's ISO Plan to the same individuals, exercisable for the same
number of shares, and on the same terms, except that the exercise price of
options under the ISO Plan for Messrs. Asch is $4.68. In the event the NQO Plan
is not approved by shareholders on or before December 31, 1995, that Plan will
not be effective, all options granted thereunder will be invalid, and the
options for the same number of shares to the same individuals granted in tandem
under the ISO Plan will be effective. In the event the NQO Plan is approved by
that date, the options granted thereunder will be effective and the options
under the ISO Plan will terminate. On April 13, 1995, the closing bid price of
the Company's common stock was $2.31.
The option grants provide that if, during the period of the holder's
employment by the Company, there should be a change of control (as defined in
the grant) of the Company, the full balance of the option (to the extent not
previously exercised) may be exercised by the holder until the earlier to occur
of October 11, 1999 or fifteen days following the change of control.
-10-
<PAGE> 12
Summary of the Plan
The following summarizes the material features of the Plan.
Purpose
The primary purpose of the NQO Plan is to provide a continuing, long-term
incentive to officers and selected employees of the Company so that it may be
able to continue to hire and retain qualified personnel.
Number of Shares Covered by the NQO Plan
Under the NQO Plan, options to purchase up to 199,250 shares may be
granted. Any options that are cancelled or terminated without exercise are
available for future grant. No one person may receive options to purchase in
excess of 100,000 shares under the Plan.
Administration
The NQO Plan is administered by the Company's Stock Option Committee (the
"Committee"), which consists of not less than three members of the Board, each
of whom is a "disinterested person" within the meaning of Rule 16b-3 promulgated
under the Exchange Act. The interpretations and constructions by the Committee
of any provisions of the Plan and of options granted thereunder, and such
determinations of the Committee as it deems appropriate for the administration
of the Plan and of options granted thereunder, are final and conclusive on all
persons having any interest thereunder. The present members of the Committee are
Joseph Greenberger, Steven Kotler and Wilmer J. Thomas, Jr.
The Committee has the authority, in its discretion and subject to the
express provisions of the Plan, to determine the individuals to receive options,
the time when they will receive such options, the purchase price and the number
of shares which will be subject to each option, and the other terms and
provisions of the respective options (which need not be identical).
Eligibility and Extent of Participation
Options may be granted to selected key employees of the Company. As of
April 13, 1995, approximately 50 individuals were eligible to receive options,
and options were held by three individuals. Subject to the terms of the NQO
Plan, the Committee has full and final authority to determine the persons who
are to be granted options under the Plan and the number of shares subject to
each option.
-11-
<PAGE> 13
Purchase Price, Period and Exercise of Options
The purchase price for each share issuable upon exercise of an option is to
be determined by the Committee, but may not be less than 50% of the fair market
value of such shares on the date the option is granted. The purchase price for
the shares issued upon exercise of options may be in cash, the Company's common
stock or a combination thereof.
An option may be exercisable in such amounts and at such times as may be
determined by the Committee at the time of grant of such option. Options may be
exercisable immediately, but shall not be exercisable more than five years from
the date of grant of such options. To the extent that an option is not exercised
within the period of exercisability fixed by the Committee, it will expire as to
the then unexercised part.
Expiration and Transfer of Options
Options are non-transferable, except by will or by the laws of descent and
distribution. To the extent that options remain exercisable at the time any
Optionee's employment with the Company terminates, such options expire ten days
after a voluntary termination and ninety days after any other termination.
Adjustment of Shares
If any change is made in the Shares subject to the NQO Plan, or subject to
any option granted under the Plan, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of
shares, rights offerings, change in the corporate structure of the Company, or
otherwise, such adjustment shall be made as to the maximum number of shares
subject to the Plan, and the number of shares and prices per share of stock
subject to outstanding options as the Committee may deem appropriate.
Amendments to, and Termination of, the NQO Plan
The Company's Board of Directors may from time to time make such amendments
to the NQO Plan as it may deem proper and in the best interests of the Company,
provided that no amendment shall be made which would impair, without the consent
of the applicable optionholders, any option theretofore granted under the Plan
or deprive any optionholder of any shares which he may have acquired through or
as a result of the Plan or without shareholder approval to increase the number
of shares subject to options under the Plan. The Plan may be terminated at any
time by the Company's Board of Directors except with respect to options then
outstanding under the Plan. Otherwise, it shall terminate on October 11, 2004,
except with respect to options then outstanding.
-12-
<PAGE> 14
Federal Income Tax Consequences
The following summary of the Federal income tax consequences of the grant
and exercise of options, and the disposition of shares purchased pursuant to the
exercise of options, is intended to reflect the current provisions of the Code
and the regulations thereunder. This summary is not intended to be a complete
statement of applicable law, nor does it deal with state and local tax
considerations.
No tax obligation will arise for the optionee or the Company upon the
granting of options under the NQO Plan. Upon exercise of an option, an optionee
will recognize ordinary income in an amount equal to the excess, if any, of the
fair market value, on the date of exercise, of the stock acquired over the
exercise price of the option. Thereupon, the Company will be entitled to a tax
deduction in an amount equal to the ordinary income recognized by the optionee.
Any additional gain or loss realized by an optionee on disposition of the shares
generally will be capital gain or loss to the optionee and will not result in
any additional tax deduction to the Company.
If an option is exercised by the estate of any optionholder, the holding
periods do not apply, and the estate will not recognize any ordinary income when
it disposes of the shares acquired upon the exercise of such option. The estate,
however, may recognize long-term capital gain, and the Company will not be
entitled to any deduction for Federal income tax purposes.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholders may present proposals for inclusion in the 1996 Proxy
Statement provided they are received by the Company at its principal executive
offices no later than January 17, 1996 and are in compliance with applicable
regulation of the Securities and Exchange Commission.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership of such securities with the Securities and Exchange Commission.
Officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file. Other than Mr. Asch, the Company is not aware of any
beneficial owner of more than ten percent of its Common Stock.
Based on a review of the copies of the Forms furnished to the Company, the
Company believes that all filing requirements applicable to its officers and
directors (other than two Forms 4 filed by Wilmer J. Thomas, Jr., reporting
gifts of the Company's Common Stock) were complied with in a timely manner
during 1994.
-13-
<PAGE> 15
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse has been appointed the Company's independent public
accountants for 1995. A representative of Price Waterhouse is expected to be
present at the 1995 Annual Meeting of Shareholders and will be available to
answer appropriate questions.
A SHAREHOLDER MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994, BY WRITING TO:
OAK HILL SPORTSWEAR CORPORATION, 1411 BROADWAY, NEW YORK, NY 10018: ATTN: CHIEF
FINANCIAL OFFICER.
Dated: May 16, 1995
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<PAGE> 16
OAK HILL SPORTSWEAR CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arthur L. Asch and Joseph Greenberger as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of Oak Hill Sportswear Corporation held of record by the undersigned on
May 12, 1995 at the Annual Meeting of Shareholders to be held on June 21, 1995
and any adjournment thereof.
1. Election of Directors
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all nominees
below) listed below
Arthur L. Asch, Joseph Greenberger, Steven Kotler, Wilmer J. Thomas, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
____________________ ____________________ __________________
2. Approve the Company's Non-Qualified Stock Option Plan
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please date and sign on reverse side)
<PAGE> 17
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, the proxy will
be voted FOR the election of management's nominees for directors, and FOR the
proposal to approve a Non-Qualified Stock Option Plan for the Company.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please sign exactly as name appears herein.
__________________________________
(Signature)
__________________________________
(Signature, if held jointly)
Dated:______________________, 1995
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
<PAGE> 18
OAK HILL SPORTSWEAR CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Non-Qualified Stock Option Plan (the
"Plan") is to provide a continuing incentive to selected key employees of Oak
Hill Sportswear Corporation, a New York corporation (the "Company"), and of any
parent or subsidiary of the Company, by the grant of non-qualified,
non-incentive stock options ("options") under the Plan. Options granted under
the Plan are not intended to be eligible for the tax consequences provided for
in Sections 421 through 424 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Shares Covered by Plan. The number of shares which may be issued
pursuant to options granted under the Plan shall not exceed 199,250 shares of
the Company's common stock, par value $.02 ("Common Stock"). If any option
granted under the Plan shall terminate, expire or be cancelled, for any reason
whatsoever, without having been exercised in full, the shares not purchased
under such option shall be available again for the purposes of the Plan. The
maximum number of shares in respect to which options may be granted under the
Plan to any particular employee participating in the Plan shall be 100,000 per
calendar year.
3. Administration. The Plan shall be administered by a committee of
directors of the Company (the "Committee") to be appointed from time to time by
the Company's Board of Directors and to consist of not less than the minimum
number of persons from time to time required by Rule 16b-3 promulgated by the
Securities Exchange Commission under the Securities Exchange Act of 1934, or any
successor rule or regulation thereto as in effect from time to time ("Rule
16b-3") and Section 162(m) of the Code, each of whom, to the extent necessary to
comply with Rule 16b-3 and Section 162(m) of the Code only, is intended to be a
"disinterested person" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code; provided that, the
mere fact that a Committee member shall fail to qualify under either of these
requirements shall not invalidate any award made by the Committee which award is
otherwise validly made under this Plan. Any determination in writing signed by
all members of the Committee shall be fully as effective as if made by a
majority vote at a meeting. The Committee may hold meetings telephonically. The
Committee may appoint a Secretary, who shall keep minutes of its meetings, and
the Committee may make such rules and regulations for the conduct of its
business and for the carrying out of the Plan as it shall deem appropriate. In
addition to the express powers and authorizations conferred upon the Committee
by the Plan, the Committee shall have the authority to (i) interpret and
administer the Plan and any instrument or agreement relating to, or option made
under the Plan and (ii) correct any defects, supply any omission and reconcile
any inconsistency in the Plan. The interpretations and constructions by the
Committee of any provisions of the Plan or of any option granted thereunder, and
such determinations of the Committee as it shall deem appropriate for the
administration of the Plan and of options granted thereunder, shall be final,
binding and conclusive on all persons having any interest thereunder.
<PAGE> 19
4. Eligibility. Options may be granted under the Plan to key employees of
the Company, and of any parent or subsidiary of the Company, selected by the
Committee.
5. Granting of Options. The Committee shall select the key employees
eligible to receive options under the Plan, the number of shares to be included
under each option, the date upon which each option expires, and the other terms
and conditions of each option, all subject to and within the limitations of the
Plan. The Committee may grant options which are exercisable immediately or in
installments.
6. Option Period. The date of grant of an option shall be the date on which
the Committee shall award the option. The Committee may make options exercisable
for up to five years from the date of grant.
7. Option Price. The price to be paid for shares on exercise of each option
shall be fixed by the Committee upon the date of grant. The price shall not be
less than 50% of the fair market value of the Common Stock on the date of the
grant.
8. Terms and Conditions of Options.
(a) Each option shall be deemed to include the following terms and
conditions:
(i) The holder of an option may exercise his or her option by
delivering to the Company written notice of the number of shares with
respect to which option rights are to be exercised together with full
payment of the purchase price of such shares. In addition, the holder of an
option will pay all withholding taxes when due by reason of said
exercise. In both cases (at the election of the holder of the option)
payment may be made either (x) in cash, (y) in Common Stock, or (z) by a
combination of cash and Common Stock. If payment, in whole or in part, is
made in Common Stock, it shall be valued by the Committee at its fair
market value on the close of business on the date prior to the date of
payment. Common Stock used for payment must have been held by the optionee
for at least six months. Upon receipt by the Chief Financial Officer or
Treasurer of the Company of payment in full, the option holder shall be
deemed to be the holder of record of the Common Shares issuable upon such
exer- cise, notwithstanding that certificates representing such Common
Shares shall not then be actually delivered to the option holder.
<PAGE> 20
(ii) No option and no right under any such option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered
by the optionee other than by will or the laws of descent and distribution
and may be exercised during his or her lifetime only by the optionee.
(iii) If the holder of an option dies during the period of his or her
employment by the Company, the number of shares for which the option was
exercisable as of the date of death may be exercised by the option holder's
personal representative, or transferee entitled to acquire the right to
exercise the option by will or pursuant to the laws of descent and
distribution, until the earlier of the date upon which his or her option
expires or ninety days following the date of death.
(iv) If the employment of the option holder is terminated by the
option holder by reason of his or her permanent disability, or terminated
by the Company for any reason (with or without cause), the number of shares
for which the option was exercisable as of the date of termination may be
exercised by the option holder until the earlier of the date upon which his
or her option expires or ninety days following the date of such
termination.
(v) If the option holder terminates his or her employment with the
Company for any reason other than permanent disability, the number of
shares for which the option was exercisable as of the date of termination
may be exercised by the option holder until the earlier of the date upon
which his or her option expires or ten days following the date of such
termination.
(vi) No fractional shares shall be issued upon the exercise of an
option. With respect to any fraction of a share otherwise issuable upon any
exercise hereof, the Company shall pay to the option holder an amount in
cash equal to the fair value of such fraction, in accordance with Section
509(b) of the New York Business Corporation Law.
(vii) The option holder shall not, by virtue thereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and
the rights of the option holder are limited to those provided by this Plan
and (to the extent consistent therewith) those expressed in the option. If
the shareholders of the Company do not, by December 31, 1995 approve this
Plan in accordance with Section 505(d) of the New York Business
Corporation Law, all options granted thereunder prior thereto shall be null
and void.
<PAGE> 21
(viii) The Company may require an option holder, and the option
holder's legal representative, heir, legatee, or distributee, as a
condition of any exercise of the Option, to give written assurance
satisfactory to the Company that the shares subject to options are being
acquired for investment only, with no view to the distribution, and that
any subsequent resale thereof will be made pursuant to an effective and
current registration statement under said Securities Act of 1933, or
pursuant to an exemption from registration under said Act, and all
certificates representing the shares subject to options shall bear the
following legend:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. Said shares have
been acquired for investment, and may not be sold, transferred
or assigned except pursuant to an effective registration
statement for said shares under said Act or an opinion of the
Company's counsel that such registration is not required under
said Act.
(b) Each option may be made subject to such other terms and conditions
consistent with the Plan as the Committee may approve and provide for in the
form of option, including, without limitation, those relating to the immediate
exercisability or to the installments in which and/or the conditions upon which
options shall become exercisable.
9. Amendments to and Termination of Plan. The Board of Directors of the
Company may from time to time make such amendments to the Plan as it may deem
proper and in the best interests of the Company, provided that no amendment
shall be made which would increase the number of shares which may be made
subject to options under the Plan, without shareholders' approval, or impair,
without the consent of the optionee, any option theretofore granted under the
Plan or deprive any optionee of any shares of stock of the Company which he may
have acquired through or as a result of an option under the Plan. The Plan may
be terminated at any time by the Company's Board of Directors, except with
respect to options then outstanding under the Plan.
10. Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of shares or other securities of the Company, issuance
of shares or other securities of the Company, issuance of warrants or other
rights to purchase shares or other similar corporate transaction or event
affects the shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of shares (or other securities or property) with respect
to which options may be granted, (ii) the number and type of shares (or other
securities or property) subject to outstanding options and (iii) the grant or
exercise price with respect to any option or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding option in full
satisfaction of the Company's obligations to the holder thereunder.
<PAGE> 22
11. General Provisions.
(a) Options May Be Granted Separately or Together. Options may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution for any other option granted under the Plan or
award granted under any other plan of the Company or any affiliate of the
Company.
(b) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or its affiliates from adopting or continuing in
effect other compensation arrangements (subject to shareholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.
(c) No Right to Continued Employment. The grant of an option shall not be
construed as giving a participant in the Plan the right to be retained in the
employ of the Company or any of its affiliates. Further, the Company or its
affiliates may at any time dismiss a participant in the Plan from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any award evidencing an option.
(d) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of New York.
(e) No Trust or Fund Created. Neither the Plan nor any option shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any of its affiliates and a participant in
the Plan or any other person. To the extent that any person acquires a right to
receive payments from the Company or any of its affiliates pursuant to an
option, such right shall be no greater than the right of any unsecured general
creditor of the Company or its affiliates.
12. Effective Date and Term of Plan.
(a) The Plan was adopted and became effective on October 11, 1994, the date
on which it was approved by the Board of Directors of the Company; provided that
no option granted under the Plan shall be exercisable until and unless the Plan
is approved by the Company's shareholders as contemplated by Section 8(a)(vii).
(b) Unless sooner terminated, this Plan shall terminate on October 11, 2004
and no options shall thereafter be made under the Plan.
